Marvel: Crossroads
by aspiringactor
Summary: All throughout his life, Peter Parker has lived by a simple code: There is right, and there is wrong. There is good, and there is evil. But a chance encounter with a girl will turn his world upside-down. Re-write in progress.
1. Chapter 1: Spider's night

Marvel: Crossroads

_**A/N: Make no assumptions about this story, even if you read it when I originally uploaded it. It is not set in the comics universe, or the movie universe, it exists as a standalone world. And feel free to give me feedback. **_

Chapter 1:

Cars whizzed by, the drivers inside not giving a second thought to the street they had just passed. Nor did they care to glance over at what was happening. A passerby on foot would possibly hear the muffled screams of a young woman, and the grunts of her attackers. But the everyday person had learned that it was best not to get involved in these matters. It would only get you mugged, robbed, beaten or worse, killed.

Luckily for this woman, Peter Parker was not the everyday person.

"Shut the bitch up, will you!" One man ordered as his lackeys tried to hold the woman down. Dressed in almost all black clothing, they looked the part. Their attentions were so focused on the woman that none of them saw the shadow crawl across the rooftop.

_Not the brightest tools in the shed, _Peter Parker thought to himself as he clung to the wall, waiting for the perfect moment to strike. Wearing his trademark red and blue spandex suit, he would have looked out of place in an alley under most circumstances, until about four years ago. Now he was most certainly these guy's idea of a nightmare. _Okay...Punisher is their idea of a nightmare...maybe Daredevil...Cage...Okay, maybe I'm just a bad dream to them. But I'll have to do. _

"I said shut her up!" the man repeated angrily as he rifled through her purse. The men stopped moving when they became illuminated in the lights of a car as it pulled into the driveway outside. Once the lights flicked off, they resumed.

_Well, maybe I can have some fun, at least. _He mused to himself. He began to whistle to the tune of the _Jaws_ theme song, louder and louder. That most certainly got their attention.

"Who...what's there?" One frightened man stuttered as he drew a knife out from his jacket pocket.

"It came from over there!" Another said with fear dripping in his voice. The man knelt down to pick up a pipe from the ground, and hefted it like a baseball bat. "You...yo...you think it's him..?"

"The spider?" the first man asked, going back-to-back with the other two. "I dunno...this is Daredevil territory, ain't it?"

"But I hear from John that the Spider's in cahoots with the devil," said the second man as he glanced around in all directions. "I hear if he bites you, you turn into a spider."

"He's not a vampire, morons," said the third man, who was still holding the woman tight. "He's just some dumb-ass who wants to play hero. I say, if it's him, we kill him." The man finished as he pulled a gun out from his jacket.

"Wow, Carl, you didn't say anything about killin' her or anyone," The first man said, the fear growing in his voice.

"I didn't say anything about getting caught by guy in a unitard either, Tony," Carl snapped back. All three men scanned the area, looking for their stalker.

"I hear he can make himself invisible..." One of them muttered.

"No," Peter chuckled from the darkness, "that would be the Invisible Woman you're thinking of. But I get you confusion, we're both young, smart and good-looking." He paused briefly, "Don't tell the Human Torch I said that again, he'll kill me." As silent as a whisper, he moved across the roof, using the shadows to his advantage.

"Show yourself!" Carl barked back, still looking around for his stalker.

"And ruin the fun?" Peter chuckled as he lowered himself to the ground, using a fire-escape to conceal his body. He slid behind a dumpster bin, crouched, ready for the perfect moment.

"Come out," Carl yelled as he pointed the gun at the woman's head. "Or I'll blow her fucking head off!" Now was the moment he was waiting for.

"Surprise!" Peter shrieked as he launched himself from behind the dumpster. He used a line of webbing to propel himself from his current position towards the looming figures of the three men and their captive. With a single punch, the first man, Tony, fell to the ground, holding his jaw. With a tiny _thwip, _he sent the second man, who had shown intelligence by running away, to the ground by sticking his feet together. "Man, you guy's gotta up your game," Peter mocked. "You used to be a challenge, now you're a dime a hundred on these streets." Something went _click_ Behind Peter, as a buzzing sensation filled his head.

He leaned to the side, using his superhuman flexibility and speed, combined with his honed reaction time. The bullet whizzed by his ribcage, missing by a hair. Peter spun around, ready to take out the man, but the man fell to the ground with a solid _Thunk!_

"Hey Cap," Peter smiled as the First Avenger stepped out from the shadows, where he had been watching from. A blue and white suit of bullet proof Kevlar covered most of the Captain's body, save for his distinctly red gloves and head, which had the cowl pulled back, revealing his blonde hair and strong facial features. In his left hand he carried his trademark shield, which was adorned with his stars and stripes insignia.

"Been a while since I was on this street," said Captain America as Peter knelt down to help the woman up from the ground. She was in her early twenties or late teens, with dark brown hair, and a single white stripe running down the side of her mane. He held out a hand, but she refused it, standing up on her own strength instead of his.

"You okay?" Peter asked the woman.

"M' fine, sugar," The woman replied in a thick southern accent before she walked out of the alley, leaving the two heroes to talk in private. Something that Peter was not entirely looking forward to.

"You still haven't given us a response," said Captain America in a matter-of-fact voice. Peter's heart sank. He had hoped that Captain America had just been in the area and wanted to help, but no, he had ulterior motives. "It's been two years, soldier."

"Hmph," Peter sighed as he leaned against the wall. "I dunno, Cap. It's not like I'm ungrateful or anything, but I dunno if it's for me. You guys are the heavy hitters who get hit heavily. Me? I'm just someone who catches thieves like flies."

"That's not true." Said Captain America as he placed a hand on Peter's shoulder. "I've talked with the police, the Firefighters and everyone else. They all tell me you're a godsend. The Avengers could use someone like you, to keep us honest." He looked around the street and said, "back in my day, this street was for the elite social class. The building behind us used to be a prestigious theatre. Now it's a hideout for the everyday thug."

"And that's my point," said Peter as he followed Cap's gaze, "The Avengers are so busy dealing with intergalactic conquerors and inter-dimensional demons to be worried about the little guy."

"I used to be the little guy," Captain America remarked. "You're right. We do need to take a step back every now and then, but sometimes we need to look at the larger picture as well."

"And you do a fine job of that," Peter replied with a slight grin under his mask. "But it's just not for me right now. I've got to much to handle between work, high school and web-swinging."

"I'm sure Tony could find you a position in his company, or at the Baxter building." Captain America said with confidence. "If I learn anything from the television, it's that high school's pretty rough nowadays."

"Yeah, but school's got one thing Reid and Tony can't offer me," Peter replied as he shot a web-line to the adjacent rooftop. He prepared to swing as Captain America replied.

"What's that?" he said.

"Hot cheerleaders," Peter remarked as he shot up into the night. He could hear the distinct sound of Cap's deep, bellowing laughter as he sped along the rooftop, thinking about what had transpired that day, a few years ago.

Two years ago, the sinister six had been running a-muck in New York again. He'd arrived halfway through a battle between the group and the Avengers. Iron Man, Captain America and Hawkeye versus Dr Octavious, The Green Goblin, Mysterio, The Lizard, Electro, and Rhino. Within minutes, Hawkeye was brought down, leaving Captain America and Iron Man against six of Spider-man's most dangerous villains.

He swung in without a moment's hesitation for his own safety. He used his knowledge of his enemy's weaknesses, both Physical and emotional to divide and conquer. He'd even managed to save his personal hero, Iron Man, from receiving a 100 000 volt shock from Electro.

He had nearly fainted when after all was said and done, Iron Man had come up to him and thanked him. And his knees almost gave out when he asked Peter if he wanted to join the Avengers. He was so happy he couldn't think strait. He told Iron Man that he would have to think about it over night.

And one day had made all the difference in the world.

Just one day. One hour. One minute. One second.

Every time he closed his eyes he could still see that blinding flash of light. Whenever the wind caught his bare skin, it felt like a monstrous shock-wave. Sirens wailed in his ears as people screamed out of pain and out of loss. Children cried aloud for their parents. Parents dug through the debris in vain attempts to recover their children, falling to the ground if they succeeded. Ash still fell through the air like snow on a winter's eve.

"Why didn't you stop him?"

That question had come from a small child as he tugged on the arm of his hero. The child's eyes where covered in tears, and his face was covered in grime.

"Why couldn't you save them?"

He was still haunted by that child's eyes. Those deep, piercing eyes, so full of pain and sorrow that no child, no human should have to face. They seemed so familiar, they were like a reflection of his own pain. Pain that was as familiar to him as his own arms and legs. Something that had become an integral part of his body and being.

He cleanly landed on the roof of the house that he shared with his Aunt May. He slid through the window with ease. He'd had so much practice over the past four years, it had become muscle memory.

He sighed as he glanced around his room. He saw the books piled somewhat neatly on his desk, ready for him to study with. Not that he needed to study, he had the highest student average in midtown high school. Pictures lined the walls of his bedroom, pictures of his friends and family, of his Parent's wedding, of His Aunt and Uncle, a play-date with Harry Osborne. Him hanging out with Gwen Stacey in the back of her dad's cruiser.

On his bedside table was a framed picture of him fishing with his Uncle Ben. He picked it up and smiled a rare smile. It had been taken on his tenth birthday, as a memory of a present from his beloved Uncle. He gazed at his Uncle's fading face, trying to recall every inch of it. From the hairs on his chin to the wrinkles behind his eyes. Careful not to let any tears fall on the frame, peter set it down and began to change for the night.

He gently laid his head down on his pillow and closed his eyes, preparing for sleep. His Uncle's last words came to mind.

"Always remember Peter, that with great power, comes great responsibility."


	2. Chapter 2: Many Meetings

Chapter 2:

"Peter? Peter? Are you up?" Aunt May's voice called from the stairway, waking her sleeping nephew with a start. It took him a few seconds to completely gain consciousness. He groggily slipped on a pair of jeans and a t-shirt and headed for the bathroom as his Aunt continued to call out for him from the kitchen. "Peter? It's time for breakfast? Are you up? Peter?"

"I'm up, Aunt May," he hastily replied before he splashed water on his face. "I'll be down in a minute." He took a minute to check his face for any bruises or cuts, as had become part of his morning routine. Luckily, his accelerated healing factor had taken care of it, as it had all his other injuries. Heaven forbid she discover him with cuts and bruises, because his excuses like "I ran into a door" and "I tripped" were getting really old really quickly.

His unique healing factor was one of his powers that puzzled him. According to all the sources he researched, the fastest a spider or any other insect could recover from an injury was over several days. He'd once had two fingers chopped off by Kraven and they'd grown back overnight. And the strongest Spider could only lift three times it's body weight, while Peter had lifted a large pickup truck without breaking a sweat. He had begun too wonder if there was more to his powers than he realized.

Maybe he'd gotten bitten by a spider equivalent of a super-soldier.

He wound his way downstairs and into the kitchen. Aunt May stood over the stove, cooking some bacon and eggs for him. No matter ho hard he tried to tell her that he could make his own breakfast, she always insisted on doing it for him.

"You know, I can make my own breakfast, Aunt May." He said as he sat down.

"Peter, you pay three-quarters of the bills around the house with that abysmal job of yours, all the while going and maintaining those grades of yours. I think the least I can do for you is make breakfast. I'm not that old and senile yet." Aunt May chuckled as she placed some food on his plate before him. He should have known better than to say such things to her, as he knew what her response would be. She was a very independent woman, and refused help whenever she felt she could complete a task alone. Which made it a lot easier for Peter, allowing him more time to keep the streets safe.

"And furthermore, you wouldn't have time to both make and eat in the morning. Not with how much you eat," She chuckled. One side-effect of his Spider-powers was that he needed to eat four or five times as much as an Olympian-level athlete to compensate for his higher than normal metabolism. And he did so without gaining a pound.

"Oh, and before I forget," said Aunt May as she sat down across from him. Mr Jameson called earlier this morning while the rest of the world was sleeping.." She began.

"Sorry," Peter muttered.

"Why should you be?" Aunt May replied. "It's not as though you made him call. Anyway, he says he's got an article he wants written for the paper. Says the last guy quit, no idea why..." Aunt May chuckled again, "And he seems to think you're the next best employee for the job."

"Did he say what he wanted?" Peter asked as he swallowed the last of his eggs.

"Heavens no, Peter," Aunt May smiled, "You know as well as I do that that man doesn't have his head on strait half the time. And the other half of the time it's orbiting the planet." Peter nearly snorted milk when she finished. "Though I do hope it's not to dangerous," Aunt May continued obliviously, "And that maybe it'll get you away from all those dangerous Spider-man pictures he has you take."

"If J. Jonah Jameson stops needing pictures of Spider-man to rant about, I'll eat my microscope," Peter chimed, much to his Aunt's delight. He glanced up at the clock and saw that it was nearly time to leave. "Gotta go," he said as he stood up and placed his plate in the sink. He grabbed his backpack, which lay by the front door and opened the front door.

"Oh Peter, can you pick up some milk on your way home?" Aunt May asked from down the hall.

"I will, Aunt May!" He replied before he closed the door behind him and headed out onto the street. It was a fine mid-September morning. The leaves had just begun to change their colour, but it was not yet so cold that he needed a full-blown coat to stay warm.

Leaves rustled and Children skipped merrily behind their parents, while their older siblings tried to not be seen with their parents. Some texted their friends, while others listened to music on the latest devices their parents had bought them.

He actually felt privileged to having not been raised like that. If he wanted something along those lines, he had to pay for it from the time he was seven. When he was younger, he had cried when his Aunt and Uncle wouldn't buy him a brand-new laptop like the one Harry had. At the time Peter didn't understand that the laptop was a four thousand dollar prototype, he just knew he wanted it no matter what. So he worked his butt off for the summer, and gotten himself a second-hand laptop instead.

"Now Pete," His Uncle had said to him, "I know it's not the new one you wanted. but you earned this one. It's yours and no one can take that pride away from you. Ever." He still had the computer to this day, albeit with a few software and hardware updates.

The memory made him smile as he crossed the street, and walked onto Midtown High School property. All around him, students and teachers mulled about the campus. Separated by their cliques, they could be sorted by social standing almost. Under the big tree in the middle of the grounds stood Flash Thompson and the rest of the football team. As usual, they were tossing around a football, yelling hoarsely. Surrounding them were several cheerleaders. Ironically, Peter had helped each and every one of them with their homework at one point or another. And yet, he'd be knocked right on his ass into next week if he tried to socialize with them. Or they'd try to hit him at least, which was not an easy task when he could easily dodge bullets. But on the other hand, he did have a secret identity to maintain. So no lopsided ten-to-one fights today.

Closer to the parking lot was a collection of Heavy Metal/Goth types. And not to far away from them was a circle of Drama kids reciting lines for the school's production of _Romeo & Juliet. _But neither of those groups held his attention. He was diverted to a small group to his left. Mary Jane was practically jumping up and down to try and get his attention. He sighed and ambled over to where his ex-girlfriend was standing with his best friend, Harry Osborne and four others.

"Hey Peter!" M.J. chimed as he came over. Even though they had broken up several months ago, they remained good friends. _Things did get a little awkward when she and Harry started dating though. _He mused. He was over it, and he had told them, so they didn't have to go behind his back about it anymore. "I've got some fresh meat today!" she smiled as the strangers behind her grimaced, expressing their extreme discomfort. Not out of place when you considered the fact that they were starting at a new high school.

As head of Student council, it was M.J.'s job to show new students around the school, introduce teachers and such. Usually she got one or two new students a month. Today she had four, which was almost unheard of. Three girls and one boy shifted their feet nervously as people around them gave them looks. New students were always given this treatment. It was a form of hazing.

"Anyway," M.J. Continued to babble on, "these two are gonna be in a couple of your classes," She motioned to two of the older girls. "And i was kinda hoping you could show them around for me, 'cause it's not like I can clone myself or anything." Peter glanced at the people behind her, guessing that they couldn't be to dangerous.

"'K" he nodded sheepishly, before one of the girls caught his attention, more specifically, her hair caught his attention. It was a deep shade of brown, with a single white stripe. It was the same girl he had saved from the thugs last night. _She must look older than she actually is, _He thought to himself.

"Great!" M.J. Said ecstatically as she grabbed both the white-stripe girl and the girl to her left. "This is Marie," M.J. Said as she motioned to the girl with the white-stripe hai. "And...this is...hang on..." She looked hard at the girl, trying to remember her name, "Katy?...no, Kimberly? ..."

"Katherine." said the other girl nervously, shifting her feet and looking down at the ground.

"Right," said M.J., checking her watch. "Well, we've got five minutes until the bell, so I suggest you show them to Dr Connors's classroom." She finished before leading the other two new students off, leaving him and Harry in an awkward situation with the two strangers.

"Well," said Harry as he slicked back his hair in an attempt to stop himself from looking like a weirdo, "I gotta get to math, so..have fun." He finished as he smacked Peter on the shoulder and took off after M.J. _Math. Right. He's gonna go see if M.J. wants to skip out on class again. _Peter turned to his new shadows for the day.

"Well," he said, attempting to be cheerful. "Lets go see what Dr Connors has got for us to dissect today. Yay!" He clapped his hands and raised them into the air. The one girl, Katherine, muffled a laugh, but stopped when her friend gave her a strange look. Sighing to himself for having botched another friendship with a girl like he had done so many times, he lead them into the school. They twisted and turned down the halls until they reached the science wing. They turned into the third classroom on the right.

Dr Curtis Connors had at one point been a scientist respected on the same level as Reid Richards and Steven Hawking. He specialized in cross-species genetics, particularly Human-reptile. Most had attributed this to the fact that he had an obsession with cellular regeneration. Something to be expected when one of your arms is missing at the elbow.

That obsession had led him to create a limb-regenerating serum. It worked with one side-effect: He was transformed into a eight foot tall human-lizard hybrid bent on the destruction of humanity. With a little bit of help from Reid Richards, Peter had been able to reverse the effects. After that, his life had fallen into a depression, saved only when Peter came to him for help during a crisis when a new 'lizard' began terrorizing the streets. Thanks to his co-operation with S.H.I.E.L.D, the international agency that monitored superhuman activity, Dr Connors had received a full pardon and been granted a teaching job. As far has Peter knew, he was the only person in the school who knew about Connors's problematic past. And he kept it a secret, out of respect for the man. He smiled as he sat down, thinking of how the parents would react if they found out their kids where being taught by an ex-monster.

As usual, Peter's brain was forced to go on autopilot as his teachers droned on and on about subjects that he memorized years ago. Occasionally something caught his attention. Whether it be a random fact or trivial information he had forgotten. But nonetheless he was somewhat glad to hear the bell ring at the end of the day.

He begrudgingly headed for the Daily Bugle. He knew the path off by heart and made it there in no time. As the elevator doors chimed open, he was greeted by the shrill voice of his Boss.

"WHERE IS THAT STORY ON THE PUNISHER THAT I ORDERED?" Jameson shrieked from his office. Sliding in-between the cubicles, he reached the door to Jameson's office as more shouting continued.

"You wanted to see me, Mr Jameson?" Peter asked calmly.

"YES PARKER I..I did. There's an article I need written, and Johnson refuses to do it. So here's your big break." Jameson said as he sat behind his oak desk. Behind him was a wall lined with newspaper clippings. Most of them where of Spider-man's supposed 'criminal' actions, coupled with reports of supposed mutant activity in New York. "I want you to cover next month's presidential debate to take place here in New York. Worldwide coverage, and I want it on the front page of my newspaper. Do it and you'll get a job as a full-blown writer. But I still want your Spider-man photos coming in on a weekly basis."

"On it, sir" Peter replied with a smirk.


	3. Chapter 3: Burning Memories

Chapter 3:

"Now class," said Dr Connors in a monotone voice. "I'm going to put you in pairs for this next assignment." Students groaned and complained about not being able to pick friends. "In the real world," Connors continued, "you don't get to pick friends to be coworkers, so you don't get to here and now either. Please move your desks together with the person I pair you with." Dr Connors sighed deeply before continuing.

"Evans, with Hicks. Godden, with Verral. Allen, with Darkholme..." Dr Connors droned on and on. The list wasn't given in any particular order, as 'Vincent' was paired with 'Duncan' and 'Johnson' was paired with 'Wood' "...Parker, with Pryde." Peter turned to see his partner. It was the new girl, Katherine.

She'd been at the school for a month already, and seemed like a generally nice person, albeit a quiet one. As far as he could tell, she didn't have friends outside of the other three she had arrived with, and was displeased about being separated from her friend.

"Your assignment will be to complete a project on the future of Human evolution, to be handed in Wednesday two weeks from now." Dr Connors finished before sitting behind his desk. Students mumbled to themselves as they started discussing potential ideas. Peter took a glance at the brunette girl sitting across from him. _This is not going to be fun._

"So..." He said, trying to break the silence between them, "any..."

"Look," she interrupted. "I know you're probably one of those people who doesn't want to be here 'nd stuff. So how 'bout you let me handle everything?" Katherine said rather briskly. She brushed aside a strand of her brown hair, as if she was daring him to challenge her authority.

"Partners mean two," said Peter defiantly. "And it's not like I got anywhere else to go."

"Yeah?" said Katherine. A wicked smile crossed her face as she said "I could do this stuff with my eyes closed."

"Good," Peter replied with equal wickedness, "then you won't fall behind."

"Listen, pal, I've been here less than a month and I already have the second highest average ..." Katherine began to say, in a somewhat boastful manner.

"I've got the highest," Peter replied with a wry smile. _Let the games begin_.

"Father of modern biology?" Katherine asked, trying to catch him off-guard.

"Charles Darwin. The name of his ship?" Peter said with retaliation.

"HMS Beagle. Name of the first human-like ape?" Katherine replied.

"Australopithecus. Nickname for the first specimen?" Peter shot back across the desk.

"Lucy. How old is the planet?" She said as she removed her black leather jacket, placing it on the back of her chair. In it's place was a bubble-gum pink shirt with his Spider-man logo.

"About thirteen billion years, give or take a few hundred million." He said as she muffled a laugh. "Peter Parker," he said, holding out his hand for her to take. Which she did, shaking it while maintaining her smile.

"Katherine Pryde. But my friends just call me Kitty." Kitty grinned. _I take it back, _Peter thought to himself, _this might be fun after all. _He was usually paired with complete morons or dumb bimbos, but this girl seemed intelligent. And having someone who challenged his intellect made the time go by much faster for him. Before he knew it, he was eating lunch with Harry and M.J.

"So Greg tells me you got paired with the new girl," said Harry. "She hot?" M.J. Slapped him in the shoulder as Peter mumbled something. "Ow!" said Harry, "what was that for?"

"You know damn well what," M.J. Said before turning to Peter. "So is she a total bimbo? Come on, spill!" Peter sighed, no matter what, M.J. Always had to have the scoop on everyone. Who they liked. Who they dated. Where they worked and such. A good characteristic for a budding reporter. Not a good characteristic for keeping secrets from people.

"Meh," said Peter. "she's pretty smart. Knows her science stuff."

"He thinks she's hot," said Harry as he nudged M.J. in the shoulder. "he's got that twinkle in his eyes. The one he used to have when-" M.J. cut him off with a sharp elbow to the stomach, but the damage was already done. He simply got up from the table and walked away. He wasn't trying to be rude, he just needed some fresh air to get him through the rest of the day.

It helped a lot. He managed to stumble through the rest of his classes before heading home for the night.

"Peter?" Aunt May asked several hours later, "are you feeling okay? You haven't touched you dinner."

"Hmm?" he said, coming out of his daze. It was close to six o'clock in the evening, and he was in the middle of dinner with his Aunt. Roast beef and mashed potatoes where on his plate, and true to his Aunt's word, he had barely touched them. "I'm fine, Aunt May," He murmered before taking a forkful of potatoes into his mouth.

"Anything interesting happen at school today?" She asked, attempting to spark conversation with her nephew. It was a habit of hers. Ever since Uncle Ben's death she'd done her best to connect with him. The attempt made him feel good inside, even if it didn't work all the time.

"Met someone today who's not a total um...er..." he began before stopping himself from using words his Aunt wouldn't approve of. He searched and searched for the right word, but it evaded him.

"I think the word you are looking for is 'cave-dwelling neanderthal' Peter," Aunt May smiled. "And it's about time someone else showed up at that school with more on his mind that football and fast cars." Despite her age, Aunt May was well versed in social media and current trends amongst teenagers. 'How can I raise you if I don't know what you're talking about all the time?' she had once told him. It was also something that got him into trouble on occasion.

'You are _not _going to see _that _movie Peter Parker.' She had once said to him after he tried to get her to let him go see a horror flick by telling her it wasn't one. He failed miserably, and quickly learned to never try it again.

"Well, I don't think she's the football type," Peter mused before returning to his food, "but I could be wrong."

"Oh!" Aunt May said in a surprised tone of voice. "A girl! Are you sure it was a girl?"

"Yes I'm sure, Aunt May," Peter replied sarcastically. "She is a girl. Kind of the opposite of a boy, so to speak."

"I know what a girl is, silly" Aunt May smirked as she smacked her nephew on the shoulder playfully. "it's just that you don't seem to hang around them that often that I thought you maybe couldn't tell the difference." They both looked at each other and laughed a good laugh. He finished eating and washed the dishes in the sink. He then told Aunt May that he was going out to the all-night library to study. She was always okay with that as long as he was back by midnight.

He didn't go to the library. It was just one of the many lies he told his Aunt, as a cover-up for his night time activities as Spider-man. He regretted it, but also realized the necessity to protect her. But necessity didn't get rid of the pain in his gut that came from the lies.

With a sigh, he donned his mask and web-shooters, transforming himself from mild-mannered Peter Parker to the Amazing, sensational and spectacular Spider-man. He was no longer a nerd who everybody picked on, he was New York's favourite son, one of it's best and brightest. He could do anything he wanted to.

He web-zipped up to the nearest rooftop. Grinning, he broke into a free run. Faster and faster his feet raced as he reached the edge. Pumping both feet, he launched himself twenty feet into the air with a loud yell. Using the webbing that came from his wrists, he swung from one rooftop to the next.

To further propel himself, he would occasionally fall into a free-dive, catching himself with a web-line at the last minute and kicking his legs out for added momentum.

He landed and rolled on a rooftop, not breaking his pace as he broke into a dead run. Not many people knew that he was faster at running than he was at web-swinging. But with running, you never got the thrill of free-fall. He leaped over a exhaust vent and slid under a billboard before leaping once more into the night sky. This time, instead of swinging on a web, he latched himself to the side of an apartment building and ran perpendicular to the people inside, creating a wave of shocked expressions as he passed each and every window.

"YYYYYEEEEEE-HHHHHHHAAAAAAAAAAWWWWWWWW!" He screamed as he shot over the street on a web-line. The artificial strand could hold up to five hundred pounds, way more than enough to carry him across the street, as he had once remarked to a reporter who showed concern over his safety.

"My spider-sense automatically guides my webbing to the best target, allowing me to concentrate on speed and balance," he told the reporter during an interview. "So it's okay for me to be doing this, but kids: don't try it at home. I'm what you call an expert."

He skimmed along a rooftop, tucking his legs in as he passed over a vent pipe. He kicked out and shot high into the air, before spinning into a spectacular dive. He saved himself at the last minute by latching onto the side of a building. The sound of police sirens caught his attention, and he saw two cops chasing a man down the street.

Without breaking his stride, he nailed the man with a quick series of web-shots. The man became pinned to the ground with the sticky substance, allowing the police officers to catch up in no time. Out of the corner of his eye, he saw one of the cops handcuff the man as the other waved to Peter in thanks.

The police department's opinion of him sure had changed over the past few years. When he first started out, they took him to be a costumed menace, fuelled in their belief by the rantings of J. Jonah Jameson. But over the following months, they had learned that he was only trying to help, which they certainly welcomed once people like Doc Ock and the Green Goblin showed up.

More sirens caught his attention. He looked down and saw two fire-trucks speeding down the street. He latched himself onto one and hung on for the ride. His nostrils soon became filled with the smell of smoke, and his ears filled with terrified screams. And he soon found out why.

The Fire engine rounded the corner and Peter was faced with a blazing inferno. He bounded off the side of the truck with ease, heading strait to the burning building. He crashed through the doors and his vision became clouded with smoke and ash.

His spider-sense gave of a consistent buzz, telling him that there was danger all around him. _Like I didn't already know, _he mused as he tapped into his superb hearing to listen for any people that may or may not be trapped. Once he did, he took off in the general direction it came from.

"Help!" he heard a distinctly young female voice cry out.

"I'm coming!" he shouted hoarsely as he rounded a corner. He nearly ran into someone. The person was relatively close to his age, based on height, and female as well. She wore a black and purple outfit, complete with a half-mask covering her eyes and nose. Around her mouth she had a gas mask, which Peter surmised allowed her to breathe easier in the smoke filled-air.

"We gotta get out of here!" the mystery girl shouted over the din of flames cackling.

"Not until everyone's out!" Peter shouted back as he tore off down the hall. Out of the corner of his eye, he saw the girl turn and follow him. He continued to run as the screams became louder and louder. Finally, he reached the door from which the terrified screams came.

"Hang on!" He shouted. He backed up, preparing to ram the door open with his shoulder. But his mystery companion got in his way.

"Let me," she said, grabbing his hand. Then she did something unexpected. She pulled him through the Door. Not by crashing through it like he would have, but right through, with no damage whatsoever.

Inside was a little girl, crouched by a fallen beam. Underneath the beam Peter could make out an arm.

"My Sister!" the little girl cried.

"I've got it," said Peter as he moved to the fallen beam. With one arm, he lifted it with no effort, revealing the unconscious girl's features. He stopped dead where he stood, caught in memories that surfaced in his mind's eye.

But something snapped him back to reality. He scooped the injured girl up over his shoulder. He grabbed the mystery girl with his free hand, and she pulled the four of them out through the wall.

Peter rushed over to the nearest paramedic, and placed the girl who was over his shoulder on the stretcher. The EMT's rushed her away, saying something about 'blunt force trauma.'

He slumped against the nearest wall, lifting his mask enough to free his mouth. He took in a fresh breath of air. He watched the mad scramble of emergency responders in their attempt to douse the flames. He was tired, but not physically. He was emotionally exhausted, situations like this always did that to him.

He was so tired that when he got home, he didn't even stop to tell his Aunt he was home.


	4. Chapter 4: Parker Luck

Chapter 4:

He didn't sleep much that night. He kept tossing and turning in his bed. His sleep was plagued with nightmares. All of them revolved around flames and destruction. For some reason, the face of the injured girl he had saved kept coming up again and again.

Screams echoed again and again, like they were fresh from a mouth. The girl's face changed into Aunt May, then M.J, then Harry, and the cycle continued over and over again. All through the night. Like a warning of sorts. _But a warning for what? _He had asked himself.

"You look like crap man," Said Harry the next morning. They were standing outside the entrance to Midtown High school. Right underneath the giant tree that towered over the passing students.

"Thanks," Peter replied with a half-mumble.

"And that's being complementary," Harry replied. "Everything okay?" he asked as he placed a supportive hand on Peter's shoulder.

"Nah," said Peter, shrugging him off "M' fine."

"Don't lie to me dude," Harry replied, wheeling around to face Peter head-on. "Something's up." Peter stopped himself from telling his best friend to mind his own business. He decided to tell him part of the truth instead.

"I uh...I saw the news on TV last night," he lied to his best friend's face. "Brought up some bad memories. Couldn't sleep."

"Oh," was all Harry managed to say before the bell rang. "Well, If you wanna talk, meet me after school, k!" He finished ass he ran towards his first class, which was on the third floor. Peter, meanwhile, just ambled towards his class. He wasn't looking forward to it in any particular way, so he wasn't in a hurry. But he was still the first student to arrive. He just sat down in a daze, letting Dr Connors talk

"So...You got any idea's for the project?" Kitty asked him when they were halfway through Dr Connor's class.

"Hmm?" Peter asked, coming out of his daze. They were sitting in a secluded corner of the classroom. Dr Connors had given them his students the opportunity to study in the study hall, which meant that they had either gone for a second breakfast, gone to meet their girlfriends/boyfriends or gone to take a nap. He took a second to take in the sight of her. She was wearing ripped jeans, a blue t-shirt and she had her black jacket draped over the back of her seat. Meanwhile he was decked out in sweatpants and a brown shirt with a mustard stain. Really impressive.

It wouldn't surprise Peter to know if he and Kitty were the only two that were actually working on their project.

"Umm..." Peter began, still half asleep.

"Come on," she said, "All the good stuff's being taken."

"Sorry," he said. "bit of a late night for me. How about... A presentation on virus evolution?" He said quickly, wanting to look like he put some effort into thinking about it.

"Shouldn't stay up all night partying. And I want something we can actually _show_" Said Kitty impatiently, "You can't present a virus strain for a class to see. How about Chameleon biology? The whole camouflage idea might be cool."

"Yeah," said Peter, glancing in the direction of Dr Connors, who was examining the contents of a beaker. "But he's a little touchy on the subject," Peter said, lowering his voice and tilting his head in Connor's direction.

"What?" Kitty said, mocking his low voice, "did a salamander bite his arm off or something?"

"No, he..." Peter paused for a second and turned to face Dr Connors. He then continued with a lowered voice, "ever heard of _The Lizard_?"

"You mean the guy who tore up the street with Spider-man two years ago?" She said as she leaned in closer to him, lowering her voice like he did.

"Yeah," Peter continued. "He knew someone who got caught in the middle of all that."

"Oh," She replied, with a hint of understanding in her voice. "So he.."

"Doesn't like to talk about it," Peter finished as the bell went off. _Phew, _he thought as he gathered his things and put them in his bag as Kitty began to walk to the door. "I got a two spares after tech." He said, "You wanna...?"

"That'd be great," said Kitty with a slight smile. "Meet in the library after 3rd? I can't miss Computer sciences."

"Sure," Peter replied as she left. He couldn't help but grin from ear to ear.

"Smooth, Mr Parker," Dr Connors said from his desk, not looking up from his work. "Put that kind of effort into your schoolwork and you'll win a Nobel prize in no time."

"I have no idea what you mean," Peter replied truthfully.

"Sure you don't," Dr Connors replied as Peter left the classroom and headed for his Technology class. Not quite as exciting as biology in Peter's mind, given that he had built most of this stuff before or during the fifth grade. Added to the fact that he had to downplay his inventive abilities more than once, in order to avoid the accidental discovery of his secret identity. Like what had the happened previous year.

"And what do we have here, Mr Parker?" The teacher asked as he held up a modified Spider-tracer that Peter had mistaken for his real project, a micro-bot with a camera.

"It uh...it's a G.P.S.," Peter had replied quickly.

"The assignment, Mr Parker, was to design something new for the world. I give this a B- at best." His teacher had scolded him. Today, his teacher was in a much better mood. Normally that would mean the would be watching a video or building something cool. Peter had once heard a rumour that the senior class built bots to fight one another, until the principal had shut it down a few years ago, when one of the students got hurt.

Secretly, that's what Peter hoped for. He was in the mood to break something. Or he had been, at least, now he wasn't sure of how he felt.

"I have an announcement class," Mr Duffurn said with excitement. _Not a good sign, _Peter thought, _sounds like we;re gonna sit through a boring lecture on structural integrity. _

"Our class has been invited to have a personal guided tour of...you guessed it. Stark Industries! And furthermore, Mr Stark will be giving someone in this class a co-op placement next semester!" Peter was so floored by what Mr Duffurn had said that he didn't hear the details of thee whole deal, only that it was next week. He couldn't wait to tell Aunt May. Even she, along with the rest of the world knew about the Iron Man suit. As she had more than once pointed out that she would rather Peter work for one of the founding Avengers than a man like Jameson.

He was so astounded by the news that he still didn't realize that he had just splattered his lunch down the front of his shirt when his phone went off. Several people in the que laughed as he wiped up what he could with a paper towel. Once he disposed of the towel, he checked his phone.

Of course, it was from his boss, Mr Jameson.

'PARKER! SUPERVILLAINS IN DOWNTOWN FIGHTING IRON MAN. I WANT PICTURES NOW!'

Despite the fact that Aunt May had repeatedly told him that school came before work, Peter liked his job, and he had a spare anyways, so she wouldn't know. _Unless I get killed, _he thought as he grabbed his bag. Ten minutes later he was swinging through New York. He arrived on scene in no time.

And it didn't take an experienced eye to see that Tony Stark was majorly outgunned. It was a five on one battle. Two guys had Iron Man's arms locked in place while a third delivered some heavy punches to the Golden Avenger's chest.

The guy holding Tony's right arm had silver hair, slicked back in a streamlining fashion, while the guy holding Stark's left had hair that looked like it hadn't been washed ever. The third guy wore a ridiculously large red helmet, along with a red suit of steel armour to match.

Peter didn't give these guy's outfit much thought as he delivered a swinging kick to the silver-haired one's face.

"Gotcha shiny!" Peter taunted as the guy was sent reeling, releasing his grip on Stark. Tony took this opportunity to blast the guy holding his other arm, and fly out of the way of the third's punch.

"Thanks for the hand," Tony said coolly as they went back-to-back.

"no prob," said Peter before his spider-sense went off. He back-flipped over the head of the guy with the helmet. He shot a web-line out at the guy with the greasy hair and pulled him to the ground. Just as he went to wrap him in webbing, a mighty kick sent him flying. He landed on his feet, only to find himself face-to-face with another Spider-man. He rushed his new opponent, ducking under his fist and delivering a devastating uppercut to the face.

Then something strange happened. His opponent's shape changed. It became a rhino. Not the costumed bad guy, but a real rhinoceros. And then it charged towards Peter.

"Look out!" someone shouted from behind him. _Duh, _he thought as he flipped over the charging beast, webbing at the eyes of the silver-haired man as he did so. He landed and spun just in time to see the greasy guy slam his fists into the ground, sending out a shock-wave through the pavement.

Peter leaped over the shock-wave and brought a kick down on the guy who created it, knocking him out cold. He heard a tiny _whoosh_ behind him, and ducked to avoid a stream of fire coming from a crimson-haired man who was laughing manically, cackling like the fires he conjured.

A repulsor blast from Iron Man was more than enough to knock the man out cold, leaving only the man with the red dome helmet, and the shape-shifter.

"You take hard head, I'll handle the other," Peter shouted upwards.

"Got it," Tony remarked before he shot towards the rampaging Juggernaut. Peter, on the other hand, turned to face his opponent, who was now a blue-skinned female wearing minimal white clothing. She ran towards Peter, who grabbed her feet with webbing and pulled, sending her to the shattered pavement.

She took one look at her downed companions, and turned and ran. She changed her skin to blend in with the crowd, adding in a layer of clothing. She was the smartest of the bunch, as the last of her companions fell to the ground, smoking heavily.

Iron Man landed beside him with a loud _clank_ as his helmet lifted to reveal his strong features.

"Who the hell where they?" Peter asked him.

"I'm not quite sure," Tony replied as he scratched his cheek, "All I know is that they showed up half an hour ago saying that the 'brotherhood' would bring about judgement day for all of us Humans."

"So they're just a bunch of psycho's with powers?" Peter asked.

"Pretty much," Tony replied. "Now about your membership..." He began, forcing Peter to react.

"Can't talk now boss," he said as he fired a web to a nearby roof, "I gotta get back to school to meet a girl at 1:20."

"Is it one of those hot cheerleaders you told Cap about?" Tony replied as Peter swung. "Maybe I could meet her sometime, Eh?"

"She's not eighteen!" Peter shouted back before he rounded a corner and was out of sight. He swung as fast as he could back to school, cursing himself for not taking any pictures. _I'll just pull out some of me,_ He thought as he landed in an alley and changed quickly. He didn't pause before taking off towards the school.

"Sorry I'm late," he said as he burst through the library doors at 1:25. Something which was completely unnecessary, as the room was deserted except for the old librarian. He cast a glance around, double-checking for his partner, but his initial observation had been correct.

He walked up to the librarian, who was sorting returned books and said, "I uh..was a girl here a few minutes ago?"

"Nobody's been here," the librarian replied. "Nobody comes here since they all have iphones that hold more information than this whole shelf can." He finished as he gestured to his right. "If things don't improve, I'll be out of a job! Ha! You can have your One Direction and your Taylor Swift and your Robert Patterson, I'll take Shakespeare, Tolkien and Homer."

"Sorry I'm late!" Said Kitty as she burst through the doors to the library. "Got caught up in the hall with one of my teachers." She smiled, almost like she was hiding something. Then again, he wasn't in the position to judge people for secrecy.

"No problem," Peter replied as he set his bag on the closest table. "Just got here myself."

"Well hello, miss," the librarian smiled as he put down the last of the books he was sorting. "That's two students in here at once. Might be a record breaker for this year!" Both of them smiled as they sat down.

"So," she said, "any more bright ideas going around in that big-ass brain of yours?"

"Well," he said as a thought came to him, courtesy of the events that had taken place in the previous hour. "How about the hidden genetic potential some humans seem to posses? There seems to be enough coverage of the topic in the media."

"You mean mutants," Kitty said briskly. She averted her eyes for a brief second.

"Well," Peter replied, "Super-humans in general. How come not all of us turn into giant green rage monsters when we get angry?" He gave her a weak smile, hoping he hadn't struck a nerve. She tilted her head slightly, so he continued, "We could do a whole presentation on natural and artificial genetic manipulation."

"Explain," she asked intently.

"I thought you had the second highest average?" Peter mused as he grabbed his laptop out of his bag.

"Shut up," She replied as he powered up his computer.

"What I mean," Peter continued as he accessed the internet, heading for the Daily Bugle web-page. "Is whether it's good to have natural powers or be given them."

"People who are given power are cheats," She half-muttered. "They want to play god."

"And what if it's an accident?" Peter asked, thinking of his own origin story.

"Huh?" was Kitty's puzzled response.

"What if someone didn't want their powers?" Peter replied with a grin. "Like the Hulk. Gamma bomb exploded, giving him super-strength. Or the Fantastic Four? Their radiation shield failed, and they got powers from a passing cosmic cloud."

"Okay, okay," Kitty replied. "Next you're gonna tell me Spider-man got bit by a radioactive spider." _Genetically-altered,_ he thought to himself. "And how do you know so much about Super-humans?" She asked.

"I work for the Daily Bugle part-time as a freelance photographer. Lots of powered individuals in New York, so it's a big part of my job." He replied. "I've got a list saved on my hard drive of all the notable individuals as a quick-reference sheet."

"Sounds handy," Kitty replied, "I'd never have thought of that. I.." _Bang! _They both turned with a start as the doors flew open as a gruff-looking man strode through. He wore a ripped black denim jacket, with blue jeans and a brown shirt. On his face were a pair of mutton chops.

"Can I h..." the librarian began as the man pushed past him.

"We're leaving now, Kitty." The man said abruptly.

"But Logan.." Kitty began to protest.

"Your overdue." He said briskly, "Now you're gonna come with me to the car now." From the sound of his voice, Peter knew he wasn't to be messed with. He also had a dangerous aura around him, though Peter's spider-sense didn't go off.

"Logan.." Kitty pleaded.

"Now." Logan snapped, casting a quick glance at Peter, the corner of his lip lifting in a silent snarl. Definitely dangerous. But Kitty seemed to trust him.

"hi," said Peter, rising out of his chair, "I'm.."

"I don't give a damn what your name is, punk," Logan snapped. He then took Kitty by the arm and began to lead her out of the library. He watched as Kitty was half-dragged out of the room by her gruff companion, leaving him alone with the librarian.

Peter mumbled to himself as he returned to his books, lamenting the loneliness he was feeling. It was a rare thing for him to work with someone who was just as smart as he was. In fact, it didn't happen, not since Gwen.

He mulled over the small conversation he had shared with Kitty. In retrospect, he knew he had struck some sort of nerve with her when he mentioned the word 'mutant'. _But how? _He asked himself, _I mean, did she know a mutant? _

He ran over what he actually knew of mutants in his head. Genetic anomalies in their cell structure allowed individuals to posses super-human abilities of varying types and power. A few had turned into super-villains, and the others just stayed quiet as much as possible.

His laptop was still on, so he pulled up a search engine, and typed in the word 'mutant.'

What he saw nearly made him vomit.


	5. Chapter 5: Firey entrence

Chapter 5:

He sat on the corner of the roof, perched precariously near the edge. He overlooked the city below, watching the cars speed past. He was mulling over all the news stories he had read. Stories of brutal assaults, racism, and genocide.

He'd read nasty comments on message-boards.

"_Go to hell!" _

"_Abomination!"_

"_I will f'ing kill if you ever f'ing show your f'ing face again!" _

"_Freaks!" _

He'd read a story in which a fourteen-year-old girl had her teeth ripped out. All because her teeth were shark-like, and a child's parent had an issue with that, causing an uproar. Politicians openly compelled these people in their actions. How could anyone put up with that?

He stood up, not able to take any more of the silence. He wanted to hit someone.

He leaped off the side of a building, rushing to the ground. He rolled to his feet when he hit the pavement, before breaking into a dead run. He shot down the street and turned a corner. He ran down a street where he knew there was always going to be someone to hit. And he was right.

"Look, just give me the fucking purse!" A man snapped as he pointed a knife at a young girl with bubble-gum pink hair. "Now!" He bellowed "Bef..." Peter's fist collided with his jaw, cutting him off.

"Back off the girl," Peter snapped as he caught the man in the chest and leg. He then took the man by the shirk collar and shoved him against the wall. "Got the concept?" But the man smiled.

"Dumbass," he smirked. It was then that Peter's spider-sense went off as four tentacles came at him from nowhere. He ducked underneath the first five blows that came his was as he was forced onto the street.

"Evening, Ock," Peter smirked as he back-flipped onto a parked car. People were already running and screaming in every direction they could go away from the danger. Now Peter was able to direct all his focus on the crazy man wearing all green with four extra arms. "Paid the punk off, right?" He asked as he dodged another tentacle blow.

"Correct," Octavious answered as they circled each other. "Told him to go young or go old," He said.

"You're an ass," Peter replied, "I'm gonna enjoy putting you back in Rykers."

"Be silent insect!" Doc Ock snarled as he thrust a mechanical arm forward, wrapping around Peter's midsection. Peter shot a strand of webbing into the doctor's eyes in retaliation, giving him the chance he needed to wrestle out of his enemy's grip.

"GGGGRRRRAAAA!" Octavious screamed as he freed his vision and turned to face Peter once more. Peter hand-sprung over his head and landed a clean punch to the man's face. But the doctor was to quick, and wrapped Peter's arms and legs up in his tentacles.

"No webbing to save you now," Ock snarled.

"No," Peter grunted, "You've got me."

"You don't know how long I've waited for this moment, insect." Ock droned on.

"Technically," Peter replied, "I'm an arachnid and Ohhhh!" He finished as he felt his body being stretched.

"I'm gonna enjoy killing you," Ock smiled wickedly.

"Unfortunately," Peter grunted as white noise filled his ears, "I've got plans tomorrow. And you missed something."

"And what did I..." He began as a fireball struck his side.

"Me!" shouted the Human Torch from where he hovered in mid-air. Completely breathed in flame, the Human Torch was a sight to behold. He raised and arm and a fireball shot outward from his hand, hitting one of Ock's tentacles, distracting him enough for Peter to escape the grip and web his eyes. Also in time for the police to arrive on the scene. After giving their statements, the duo found themselves on a roof. Johnny had extinguished his flames, and now wore his traditional blue unstable molecule suit, with the large '4' emblem on the front.

"I gotta question to ask you," Peter said, breaking the silence.

"I don't swing that way, bro," Johnny replied with a grin.

"You're hilarious," Peter snorted sarcastically. He inhaled deeply before continuing, "Do we do enough?" He asked. Johnny Storm was Spider-man's best friend, a guy he could always go to with super-human dilemmas. The knew each other and trusted the other with almost anything. On more than one occasion Peter had contemplated removing his mask, revealing his identity. But then he realized that Johnny would likely show up on his doorstep out of the blue and give his Aunt a heart attack.

"What do you mean, 'enough?'" Johnny asked, "we just stopped a lunatic from tearing the city to shreds."

"Yeah," said Peter, lifting his mask to rest above his nose, allowing him to breath easier. "But I mean as figureheads. Should we throw our support behind a candidate or cause we believe in? Is that right?"

"You think to much," Johnny replied. "Way I see it is, people are smart enough to make their own choices, but they sometimes need an example to follow. That's what we do, we are the example, the fires of change."

"Thanks," said Peter as he reached a decision, and prepared to leave. "We should do this more often, buddy."

"How 'bout you swing by the Baxter building sometime? We got a cook who makes a mean chicken pie!" Johnny shouted as Peter swung himself out over the street. "I could introduce you to Ms Marvel! She and Sue hang out all the time!"

"I'll have to take a rain check on that!" Peter replied in mid-swing. "I'm pretty booked as it is!"

He enjoyed a nice, quiet supper with his Aunt that night. She asked him about his day, and he told her it was alright. After enjoying a nice desert he made his way to his room to make some minor repairs to his outfit. After making a mental reminder about his impending coverage of the Campaign coverage tomorrow, and his impending project due date. Which he hadn't done any work on with his partner. He soon put that information on the back-burner as he fell to sleep.

In no time, he was back at the school library. Again the librarian was surprised to have visitors, and even more so that they were the same ones from yesterday, as he put it.

"Sorry about yesterday," Kitty said apologetically as she sat next to him.

"It's okay," He replied as he pulled out his books. "and who was that guy, by the way?"

"My dad," she said in a subdued voice. "He's a little over-protective sometimes. I usually go home after third, and he got little spooked when I didn't yesterday." She gave him a weak smile.

"Well anyway," Peter said, "I thought about our project that we haven't done any work on that's due tomorrow."

"Good," she giggled as she ran a hand through her hair, "that makes one of us. I spent the night getting a thorough lecture on personal safety."

"And I think we should go with a debate." He said flatly, trying not to stutter, as he was caught up in her bright brown eyes.

"A debate?" she asked.

"Yeah," he said quietly, "on mutants." He saw her muscles tense up almost immediately. "Look," he said, placing a hand on hers, "way I see it is, we're all mutants. The only ones who aren't are single-celled organisms."

"I..." she began.

"Look if you don't want to do it.." he said.

"No," she interrupted, pulling closer to him "I'll do it. On the condition that I go with you to your coverage of the political rally."

"Oka..." He began before realizing something. "How did you know about the rally coverage?" He asked with a smirk. Kitty pulled back, looking somewhat afraid. "Don't get me wrong," he said with a glimmer in his eye, "I'd love some company, I just wanna know how you know."

"I uh.." She began as three people entered the room. "I'm a bit of a...what you'd call a hacker and I uh..."

"Girl's a crazy stalker," said the girl with bushy brown hair with a white stripe. "And forgets when she made plans with her friends." The girl then turned to Peter. "On second thought, she knows how to go fishin'" The girl continued, "M' Marie, sugar. And this be Megan." She motioned to the girl to her left.

"And I'm Robert Drake," said the young man behind Marie. He puffed his chest out, and Marie laughed. Kitty hid her face in her hands as her friends laughed.

"Bobby, don't make a fool of yourself." Megan smirked as she sat next to Kitty. "Girl's just having a bit o' fun."

"In a library?" Marie blurted sarcastically.

"Marie!" Kitty shrieked, "really?"

"Look, Kitty we just wanna talk." Robert said half-sternly. "Out in the hall." He turned to Peter, "She'll be back in just a minute."

"That's fine by me," Peter replied as they all got up and left. Going out in the hall didn't do them much good, as his enhanced hearing caught every single word they said.

"What are you doing?" He heard Robert snap.

"Hanging out!" Kitty replied briskly.

"With..." Robert began.

"A guy, Bobby. I can do that." She snapped, interrupting him as she did so.

"There's something fishy about him." Robert replied.

"No there's not. He's a friend." Kitty said briskly.

"That quickly? You know what happened last time." Robert muttered

"AND WHAT'S THAT SUPPOSED TO MEAN?" Kitty roared.

"You know very well what! It's just like with..." Robert said briskly.

"Bobby!" Marie interrupted.

"What he..." The library doors crashed open as Kitty entered in a huff. Only Marie followed her, as the other two broke off to argue some more.

"Sorry," said Kitty briskly. "My idiot friend's a jerk."

"Happens." Peter replied sarcastically, "You're in a high school." She smiled, as he had apparently removed all her stress for the time being. "So about the project..." He began. They then used their wits in a back-and forth exchange that they both enjoyed. Even Marie added in a comment in here and there. Before they knew it, the bell rang.

"Hey!" he said as the two girls picked up their bags, preparing to leave. "I'd love some company while doing the coverage."

"I was kinda joking about tha.." Kitty began to mutter. His heart actually began to sink.

"She means we'd love to," Marie replied, bumping her friend on the shoulder playfully. "You could discuss your project there to."

"Then I'll meet you two there?" he asked.

"Yeah," Kitty replied before she slipped out the door. He smiled on the inside as he collected his things and headed for his locker, before going home. He was greeted outside by his Aunt, who was raking leaves.

"And how was your day?" She asked.

"Eh," He replied as he dropped his bag on the porch and picked up a rake. "Not much to tell."

"So that means you talked with that girl again, hm?" Aunt May smiled, "the cute smart one you mentioned."

"Stop it, Aunt May, I never said she was cute" he replied with a grin.

"No, but you where thinking it," His Aunt shot back at him.

"I can't stay. I've gotta go cover the debate for Jameson if I want that raise." He said as he helped her put the full leaf bag in the bin before he turned to the door. "I'm just gonna go get something to eat before I go. No telling how long I'll be."

"Call me before you come home!" she bellowed after him.


	6. Chapter 6: Mutant Mayhem

Chapter 6:

"How do we know what you say is anything more than just a pretty speech Mr Stryker?" A reporter from the crowd asked.

"That's an interesting question, good sir" William Stryker replied from the podium. "And my answer would have to be that there is really no alternative. When the safety of the everyday American is in question, drastic measures must be taken." Peter raised his camera to take a snapshot. He'd been there for an hour, and no sign of Kitty Pryde yet. Slightly crestfallen, he had resumed his picture and note taking.

So far, the debate had been very informative. Going into this, he hadn't known much about either candidate, and now he was learning new things by the second. William Stryker was a former Reverend, and a devout religious man. He was also the country's leading anti-mutant politician, and frequently claimed that what he was doing was god's will.

"But Mr Stryker," the man on the other podium, who's name was Donald Hancock, asked "What if it's a child? Are you willing to imprison a six-year old for something they and their parents can't control?" Stryker considered his words before answering his opponent.

"If that child is a danger to others," Stryker replied with a slight smirk, "Yes." His response was met with a smattering of applause.

"But," Donald replied. "What about a child's right to education? Will you deny them that basic human right?"

"I think you've hit the nail on the head, Mr Hancock," Stryker smirked. "Human right. What defines a human? Well the answer is what makes us who we are, our genes and cells. Mutants are no more human than a chimpanzee. A chimpanzee with dangerous weapons that can't be controlled." Stryker continued, smiling calmly. "You may believe differently, Mr Hancock. But I believe that we have a right to have our safety. To know if our coworkers are mutants. To know if our doctors are mutants, our teachers, our neighbours. To know if our children go to school with mutants." Someone tapped Peter on the shoulder, and he turned around.

"Hey Pete!" M.J. Smiled as she waved her camera around. She wore a pair of skinny jeans, a blue shirt with a sleek black denim jacket over top. "Fancy running into you here!" she exclaimed as she aimed her camera in Stryker's direction and snapped a few pictures.

"Yeah," he replied, "Fancy seeing me at a political rally being covered by every major news station in the city. All the while me possessing a boss who thinks he's the king of the world." He returned her smile before continuing, "so why are you here? And more importantly, why isn't Harry with you?"

"I'm doing a paper for the school newspaper," M.J. Replied, "gotta get my reporter's career started sometime. And Harry is already going to one of Stryker's fundraisers with his dad later on, so he really doesn't want to go through the same speech twice in one night. He promised to give me the scoop on what he says, though."

"Who can blame him?" said Peter, as he furiously scribbled down what Stryker was saying. "This guy never shuts up. No wonder Jameson admires him so much." He glanced to his left and right, looking for Kitty and her friend, hoping he hadn't been stood up.

"I dunno," M.J. said over the roar of the crowd, "he's got some interesting things to say. And I think he's right some of the time." She paused briefly, as if she was considering something. "Hey!" she exclaimed, "maybe we can do one article between the two of us!"

"...elect me, and I promise to keep our streets safe. I promise to uphold the virtues of our proud country to their fullest. No more crime. No more poverty. No more fear. America will rise from the ashes greater than ever. A proud nation. A strong nation. An American nation."

"If Jameson found out I outsourced, he'd fire me and hire you. I like you, M.J, but I also like my job." Peter remarked as he tried not to be blinded by the flash of cameras and deafened by the roar of the crowd. " And it's not that interesting to me, because a lot of it sounds like demographic-pandering." He finished.

"He's a politician," said a voice from behind him. He turned around once more to see Kitty standing there wearing a goofy smile. "What do you expect him to do? Go and tell the truth?"

"You made it!" he smirked as she filled the empty space beside him. "And here I was thinking I'd been stood up. Again."

"Nah," Kitty said with a slight shrug, "I was late 'cause I had to get rid of Bobby. He was trailing me."

"What, he didn't want you to see this?" Peter replied as he snapped a few photographs of Stryker's entourage. Out of the corner of his eye he saw Kitty glance back at M.J., who seemed to be staring at the back of her head for some reason.

"Yeah," Kitty replied. "He's just a little over-bearing."

"I wonder why?" M.J. Said from where she stood.

"So earlier you said that you're a photographer?" Kitty asked him over M.J.'s puffing sounds. "Sounds like fun."

"It pays the bills," Peter replied honestly as he shrugged.

"Yeah but you must get the latest scoop before everyone else," said Kitty. "I mean you..."

"Didn't you hear? He just takes pictures." M.J. interrupted as she placed a hand on Peter's shoulder, "I'm the one with the scoop on everyone. And If I don't have it. I get it."

"You write about stuff," Kitty said sarcastically, shrugging her off "He's there on the scene in the middle of things taking kick-ass pictures." Peter felt M. J's fingers tighten on his shoulder. But he took no notice, as he was trying not to blush. No one had ever complimented his photography skills like that, not even M.J or Aunt May. And especially not J. Jonah Jameson.

"So where's your friend?" Peter asked over the din of the crowd. "Marie."

"Unfortunately she had homework still," Kitty replied.

"Then why didn't you stay and help her?" M.J said. "From what I hear you're almost as smart as he is."

"She forced me to come," was Kitty's response.

"Oh that's a shame," Peter heard M.J mutter. He'd just about had it with her rudeness, so he turned around to face her and confront her in a hushed tone.

But instead he got a good view of a car flying high over the crowd. His Spider-sense went off as he realized where it was headed. Towards him.

"Run!" He shouted as loud as he could, grabbing both girls by the wrists and bolting to the left. He landed in a heap with M.J and Kitty as he tripped over the sidewalk. He pushed himself to his feet and took off towards the nearest place he could find to change in private.

He slipped his civilian clothes off, revealing his Spider-man suit underneath, minus the mask, boots, web-shooters and gloves. Those he kept in a hidden pouch in his backpack. Seconds later, he burst back out onto the street fully costumed.

He landed on a nearby lamp-post and surveyed the situation around him. Whoever was behind this had positioned themselves well, blocking off the major escape routes with additional firepower. What Peter also noticed was that the people caught on the street were being herded into the centre by the falling cars. Whoever was behind this had brain and muscle to back it up.

Peter's mind raced through a list of potential candidates. HYDRA certainly had the muscle and know-how, but they rarely took centre stage. Whoever was behind this wanted attention to show their strength. Dr Doom had the intelligence, but was to smart and calculating to risk a proclamation of war. _Kingpin? No he prefers to work in the shadows, making under-the-table deals. _He thought as he shot out a web-line, and pulled a man out of the way of another car. _If it was the Six, they'd of shown their faces by now. And I don't think anyone of them can...whoa!_ He leaped high into the air as one of the flying cars changed direction and headed for him.

_That car just changed direction. That's impossible unless it's hit by a strong gust of wind, and even then it wouldn't change that much. _He sprinted as four more cars crashed around him. _So something's controlling them somehow. Turning this into a game of whack-a-Spider._

His spider-sense buzzed again as a car crashed in front of him, and Peter managed to stop just in time. He pivoted, only to have three more cars box him in. He turned and out of the corner of his eye he saw a fifth car rocketing down towards him. So fast that he couldn't leap out of the way. He was about to be crushed. Then everything went dark.

_So this is what being crushed feels like, _he thought as a tingling sensation filled him. _I thought it would be less painful._ Then came light, voices and shapes.

"I specifically ordered her not to..." said a rough male voice

"You're not in charge, _Iceman_." A female voice replied coolly.

"Scott gave us orders to collect Intel only, Rogue. She disobeyed a direct order." A second female injected. Peter shook his head, as he began to come to. He was in an alley with four others. Three female, one male. His eyes slid back into focus as he saw that the male's skin was covered in a white substance, and one of the girls had purple wings. The other girl, Rogue, wore a black-and-yellow suit with a half-mask covering her features.

"I had good reason, _Pixie._" said the final female, who was standing next to Peter. He turned his head to get a better look at her, and saw that she was the girl who helped him during the fire.

"Yeah," the one called Iceman replied, "to go get nice and cozy with..."

"Who the hell are you?" Peter blurted as he stood up, drawing all their attention to him. He glanced to the street and saw the people were still running and screaming. "And _why_ aren't you helping them!" He screeched as he ran out into the street and chaos. Two of the girls followed him, while the other girl, named Pixie and the male named Iceman stayed behind.

He leaped high into the air, careening over a overturned truck and landing perfectly on his feet. Immediately, he fired a hail of webbing towards a falling car, stopping it in it's tracks. His spider-sense buzzed in the back of his head, and he cartwheeled backwards, out of the way of the slashing strike of a man wearing a fur coat.

At first Peter mistook this man to be Kraven the Hunter, but he then realized that the man had claws instead of fingernails. And in the place of regular teeth the man had those of a predator. Another slash of the claws had Peter backpedalling until he reached a wall. Acting on instinct, he flipped himself onto the wall, perpendicular to the man and ground.

"Nice hairdo," Peter smirked as this feral man attempted to catch Peter with his claws. All he got in response was a viscous snarl. A web bullet later Peter was well away from the snarling man, pulling a trapped civilian out from under a car when he saw that flash of red.

M.J rushed past him, her camera on-hand, capturing every second on video. And she was so focused on her camera that she failed to notice the ball of fur and claws as it rushed her. He intercepted, hitting the man square in the chest with his shoulder.

"Not today, pal!" Peter snapped as he flipped himself onto the roof of a car. The clawed man simply roared and leaped into the air, trying to slash Peter's throat. He kicked outward with booth feet, sending the furry man back to the ground. Peter followed-up with a punch to the face, breaking the man's jaw.

But the wound healed, right before Peter's eyes.

"You're dead, runt," the man growled as he kicked Peter off.

"HEY!" A girl's voice shouted, "Ugly!" A mass of brown and yellow swept into Peter's vision. Soon two figures were on the ground, rolling in an attempt to gain a hand over the other. One figure was female, and the other was the furred man. But then the girl's body began to change. She grew more muscular, and claws extended from her fingers.

"Rogue..." the Furred man smiled wickedly as they circled each other like lions over territory, "Was Jimmy to scared to come this time?"

"No," Rogue replied with a grin, "didn't wanna waste his time beating your ass again Sabertooth."

"Oh, you're gonna pay bitch..." Sabertooth snarled as he lunged forwards, aiming for her heart. He was stopped short by a web-line from Peter, who sent the man flying into and through a wall.

"I don't think that's stop him for long," Peter remarked as he saw bricks begin to move.

"Then maybe this will!" shouted the girl from the fire. She ran towards and through the pile of rubble.

"What'd you do girl?" Rogue asked the girl once she returned.

"Phased him halfway into the ground," the girl smirked. Peter's eyes went wide as a car rocketed towards them. He sprinted forward, catching both girls in his arms and leaping out of the way as fast as he could.

He coughed and spit blood out of his mouth as he rose from the dust. They had landed inches from the car's impact sight. Rogue was already back on her feet, while the other was struggling to get up.

"You okay?" Peter asked as he stuck out a hand for the girl to take. She did, and he pulled her to her feet.

"Fine..." she whispered as she brushed a strand of hair out from in front of her mask. "I'm tougher than I look."She finished with more confidence, as she gazed up at him.. Then her gaze shifted, and she yelled "Down!" He felt a tingling sensation coinciding with his spider-sense as the girl pushed him into the ground. He then felt heavy footsteps thunder over-top of them and when he could see again, he looked in the direction they came from.

He saw a great big fat guy pick up a person like a doll and toss them across the street.

"Figures Magneto would put Dukes on the field," Rogue remarked. "I'll deal with him." She finished as she tore off after the guy. But she was already too late. The guy was double-teamed by Iron Man and Captain America.

Out of the corner of his eye, Peter saw the two girls exchange a quick glance at each other before making a break for the street they had come from. He bounded after them as they slipped into the space between two buildings. Meanwhile he scaled up the side in record time to cut them off on the other side.

The girls were fast, and extremely skilled free-runners. They ran for about a block before stopping to rest.

"That was close," Rogue panted as she leaned her body against the wall underneath where he was.

"Yeah," the other girl replied. "Scott's gonna freak."

"Hey, we where doing what he ordered us to do, sugar" Rogue remarked through half-closed eyes. "Way I see it is, we should get a promotion or something. Maybe I'll talk to the professor."

"Yeah right," the other girl smirked as they both got up to leave. _It's now or never, _He thought as he lowered himself, while still hanging upside-down.

"You never called after our last date," he smirked. Both girls wheeled around, fists clenched and ready for a fight. Once they saw he was alone they relaxed a little bit, but not entirely.

"I think I'd remember to call a cute face like that," Rogue smirked. Her sweat-drenched and matted hair still obscured her face.

"Well ghost-girl over there didn't," he replied, pointing to the other girl as he flipped himself onto the ground. "You got a name, pretty eyes?" The girl's face swelled with red as she blushed uncontrollably. In shame, she tried to hide her features, and mumbled something that came out sounding like 'sophomorebat.'

"Girl," Rogue said as she dragged her friend closer. "What have I told you? When a cute boy asks you your name, you tell him." She then looked at Peter and said, "My name's Rogue, by the way, sugar. And she's not usually this quiet, are you, Missy?" She finished as she gave her friend a good shake of the arm as she whispered something into her ear.

"my, uh..." the girl stuttered before clearing her throat. "My name's Shadowcat."

"Well _Shadowcat," _He said as he stepped forward, extending his hand for her to take. "How come I haven't seen you two around before?" Both women exchanged nervous glances.

"Because..." Shadowcat began, "we'd like to be kept out of the public eye because..."

"You're mutants." Peter smiled. "Not that it makes a difference to me." He paused when he saw the worried expressions on their faces, so he offered. "I'll keep your secret, don't worry. And I'd love do this again some time. Minus the psychopaths and explosions." She blushed even more as she gingerly shook his hand.

"Mind you, she's got a boyfriend webs," Rogue smiled. "But I'm free anytime for you sugar."

"Rogue!" Shadowcat shrieked, "for the last time, he's not my boyfriend!"

"Whatever you say, sugar." Rogue replied with a wink. "And I'll say you're in denial. Which is not a river in Egypt."


	7. Chapter 7: Projects

Chapter 7:

"...evolved from single-celled organisms. Evolution is the key factor in the survival of the human species. It allows a species to adapt to it's environment. Mammalian evolution has always been much faster than that of other species, which most likely attributes to how mammals quickly replaced reptiles after the Cretaceous period extinction event." Kitty said nervously as she stood in front of the class. Her notes were in her hand, but she recited all the information from memory. With her free hand she brushed aside a strand of hair that had been obscuring her vision.

"Evolution is a never-ending process," Peter said with as much confidence he could muster, doing his best to match her courage with his own. "It can take many forms. Eye colour, skin colour, muscle mass. In an environment such as ours, where or survival is not as dependant on our adaptability, evolution has been able to flourish. People have gotten taller, lost the animalistic side of our brains. We..."

"Get to the point, please." Dr Connors interrupted from where he sat at his desk. From what Peter could tell, Dr Connors was genuinely bored out of his mind. High-school presentations where not exactly stimulating to someone as accomplished as he was.

"The answer to the question of how humanity will evolve is very simple." Kitty gulped as she shuffled her feet. "mutation." That one word was met with an outcry from half the class. Several students threw bits of paper at her, while others shouted incoherently. The only one of the seated students to remain still was Kitty's friend Marie.

"Quiet!" Dr Connors shouted, shaking off his stupor and replacing it with a fierce expression. "Mr Parker and Miss Pryde are entitled to our full attentions, no matter how...incorrect their statement is."

"If you look up the word 'evolution' in a thesaurus," Peter injected when Kitty opened her mouth to speak, cutting her off. "You will most likely find the word 'mutation.' Scientifically, there is no difference, really. They both are defined as a change in genetic structure. A person born with an extra limb is 'mutated.' the same goes for someone with red hair, they mutated from blonde hair. Someone born blind is a mutant, and so is someone born with down-syndrome. So the..." _RING! RING!_ The bell interrupted the last part of their presentation. Most of the students groaned and mumbled something incoherent as they shuffled about the class room.

"Parker, Pryde." Dr Connors barked from his desk. "Front and centre." Reluctantly, they both obeyed. From the look on Connor's face, he was not impressed. And as the classroom became empty except the three of them, they found out why.

"What the hell were you two thinking?" Connors shrieked, knocking over his cup of coffee with a sweep of his hand.

"I..." Peter began before he was interrupted.

"You weren't, that's what." Connors yelled. "Using _my_ class to preach on such a cause. The school board is cracking down hard on teachers who even _mention_ the subject. People have been fired for less, and my job's already in jeopardy! You're lucky I'm not gonna give you two a detention after this, but I expect better from you. And if you ever so much as mention the word mutant, consider yourself expelled."

"What's the issue?" Kitty blurted defiantly. "It's not like a mutant hurt someone at this school."

"Two words, Miss Pryde. And maybe Mr Parker can help you understand them," Connors said through gritted teeth, "Gwen Stacey."

"_HOW DAR-"_ Peter began to shout before he collected himself. He inhaled deeply, unclenching his fist and stopping himself from saying things he might regret. He looked at the two people in the room with him, and turned and left.

He raced to his locker through the empty halls, forcing it open. He began to vigorusly pull things out and into his locker to keep himself distracted.

"Was it something I said?" Kitty asked in a quiet voice behind him.

"No," he said briskly as he thrust a book into his bag. "No it wasn't you. It's me."

"Anything I can do to help?" She asked.

"Not unless..." He began before he stopped himself again. "No, there isn't." He finished as he turned to face her. She looked slightly crestfallen as he slammed his locker shut in frustration. "Hey," He said as she began to walk away, "Do you wanna sometime...I dunno..."

"Yeah," she said as she spun back around to face him, blushing slightly.

"I mean,' he continued, "only if you want to...?"

"I'd love to!" She exclaimed with a smile. His heartbeat increased with her smile, like a burden had been lifted from his chest. All trace of the feelings he had been feeling about Dr Connor's harsh words were gone. His euphoria stayed with him much longer than she did, as Kitty had to go to her computer sciences class. Meanwhile he skipped through his classes with a carefree attitude.

His carefree was not able to follow him home, unfortunately.

"We need to talk." Aunt May said very sternly. _This isn't good,_ He thought to himself as he examined her features.

"About?" Peter asked cautiously.

"Dr Connors called this afternoon. He says you brought up a sensitive issue in class today." She continued as she led him to a chair. "Care to tell me why?"

"I don't understand," Peter replied as he met her gaze.

"I think you do," Aunt May said calmly. "You know better than I do that the public hates mutants. You saw first hand what happened the other day, right?" She finished.

"There's no-" Peter began to say.

"There is plenty of proof," Aunt May interrupted as she moved to the television and turned it on.

"_In response to yesterday's pre-empative terrorist attack, Presidential candidate Reverend William Stryker had this to say"_

The feed switched to a shot outside Stryker's house, with him front and centre._"This is what I have been warning you about for the past two years. Mutants are dangerous animals who need to be either controlled. The Mutant relocation department needs more funding to get the job done, so we can avoid more tragic outcomes like yesterday's four dead and fifty injured."_

"_In addition to Mr Stryker's comments, Tony Stark had this to say:"_

"_The loss of human life is tragic, no matter how you put it. I am relieved that New York's finest were able to mount such a quick response, aided in no small part by Spider-man's heroic efforts. Without his help, our losses could have been much greater. I..."_ Aunt May shut the T.V off.

"Do you see what I mean?" she asked him with her hands on her hips. "What if it had been you? What if you had died because of these genetic freaks? I hope to god you get that internship with Tony Stark, for maybe he can knock some sense into you, Peter."

"I..." Peter began. "I'm sorry," he said, "I don't know why I...I didn't mean to upset you, Aunt May."

"It's alright Peter," She said smoothly. "you're just like your father was. Independent and stubborn."

He didn't bring the subject up with her again over the next two months. For Peter Parker, life continued in a semi-normal way. He went to school, sat through his classes and ate lunch with his friends. More and more often he was finding himself with Kitty and Marie, something that M.J. did not take to kindly.

"Honestly I don't see what you like about her, Peter." She scoffed one day, "All she does is hang around that brunette all day. I think she's a lesbian." That remark was quickly put to rest one day by a comment from Kitty.

"So how often do you talk to the Superheroes you photograph?" Kitty asked one day during a study period.

"A little, usually a quick word or two. And some more than others," He replied.

"How about Spider-man?" She asked intently.

"Eh," he said, "about as much as the others. Why so interested?"

"Because he's hot," she half giggled. _Well that's...interesting_ he thought to himself.

For a reason he could not quite explain, he felt a sharp pain in his stomach whenever he saw Kitty Pryde. It was worse when they were alone. It caused him to stutter, which caused her to laugh, causing more discomfort. And things where at their worst when other guys took notice of her.

"So," Flash Thompson said with a cocky grin as he leaned against her locker, preventing her from opening it. "You're that new girl, aren't you? The one who hangs around puny Parker all day? I've seen you around, and I like what I see." He raised his eyebrows in a cocky manner, something that caused most girls to lose their balance and faint.

"And I've seen you around," Kitty replied with an equally large grin, "You're the guy who runs around playing with his balls all day." Everyone within earshot snickered as Flash walked away in defeat.

His technology class, along with several other classes had their field trip to Stark Industries as scheduled, but Tony Stark was away with the Avengers at the time, so his assistant, Pepper Potts gave them the tour instead. She was good, but most of the class was disappointed that they couldn't meet Iron Man in person, including the teacher. Apparently it had something to do with Dr Doom

"And here we have the decommissioned arc reactor that Mr Stark built for himself fourteen years ago, in order to save his life," Pepper stated proudly. "Since then he has updated the software many times."

"I guess that's proof that he _does _have a heart," Kitty whispered into his ear, causing him to stifle a laugh.

"And in here," Pepper continued as she led them into the next room. "Is where Stark Industries top minds build the world's leading technology." She pointed to what looked like a titanic version of the Iron Man suit. "This is the Mark II X Heavy-armour response model prototype. But the techs call it the Hulk-buster 3, because it's much easier to say. It is equipped with all the latest repulsor technology, in addition to several heavy weapons systems." Peter raised his hand when a question came to him. "Yes?" She asked him.

"How is that thing able to fly? It looks like it could weigh several tons. The energy output required would be astronomical in order to defy gravity," He asked.

"An excellent question," a cocky-sounding voice said from the back of the room. Everyone present turned to face the speaker, and gasped when they saw it was indeed Tony Stark. "The young man is right. The energy required is astronomical, but I found a way around that." He said with a grin.

"The outer layer is comprised of vibranium, a rare substance I acquired from the Wakandans. Vibranium is very lightweight and impenetrable, thus killing two birds with one stone."

The tour climaxed with Stark informing them of the details of the internship. He would go through each application personally and interview the top five candidates, who would be picked within the month.

Peter submitted his coverage of William Stryker's campaign, and received a wad of cash in return. Not exactly the job he had been wanting, but better than nothing at all, as Aunt May put it to him.

As Spider-man, he had more encounters with the mysterious Rogue and Shadowcat. He would meet them almost three times a week while out on a nightly patrol. It was relaxing to him to have people watching his back. Johnny was good, but he wasn't always there for Peter when he needed it. Peter also learned exactly how new these two new vigilantes where to crime-fighting, and New York in general.

"Who is this guy?" Shadowcat asked as she ducked underneath Vulture's wing.

"Vulture," Peter replied as he webbed the man to the ground. "Crazy guy who takes the song 'I believe I can fly' seriously."

"Well at least he's alone," Rogue replied, "I'd hate to have a flock of him following me around."

"Speaking of which," Peter said, turning to both girls, "Are you two following me? That's the fourth team-up this week."

But by-far his favourite memory of the past few months was the first time Johnny met with Rogue and Shadowcat. They had been cleaning up the last few members of the serpent society when Johnny spoke.

"So either of you two ladies doing anything later?" He said with a smug grin on his face as he moved closer to Rogue. He draped his arm around her in a flirtatious way. "Cause I got a pad we can all crash at..."

"Is it true you can fly?" Rogue said with a smirk. "Can you show me!" She practically begged as she cupped his bare hand in hers.

"Anything for you babe," Johnny replied as he backed up and yelled "FLAME ON!" Nothing happened, Johnny just stood on the spot, desperately trying to light himself on fire, while Rogue gave him a devilish grin.

"I think it goes something like this," Rogue smiled as she cracked her knuckles. "FLAME ON!" Her entire body became encased in flames and she floated up into the air. She lowered herself back to the ground after a few seconds and extinguished the flames. "My power is to take your power," she finished with a grin aimed in Johnny's direction, "Thanks for the thrill, sugar."

"Is it permanent?" Johnny squeaked.

"You'll get it back in a few minutes," Shadowcat snickered. "She'll keep it until she absorbs another power. But she keeps your strength, adds it to her own."

"Now no one beats me at arm wrestling now," Rogue mused, "or any wrestling, for that matter."

But as with everything in Peter's life, events where balanced out between good and bad. But things didn't always happen in the most obvious or expected way. Which is why Peter received a huge surprise during lunch. He had just sat down with M.J. and Harry when the door burst open and a voice boomed around the room.

"Here's Deadpool!"


	8. Chapter 8: Surprise!

Chapter 8:

_**A/N: In light of some recent events, the events of the following chapter may offend some readers. **_

"Get down!" Peter shouted as gunfire erupted around him. With one hand, he flipped the table on it's side, and with the other he forced M.J. and Harry down to the ground as bullets whizzed overhead. A mob of students made a break for the door, only for it to be blocked by a man wearing a ski mask and carrying large gun.

"Now kiddies," said the man who had called himself Deadpool. He wore a black-and-red skintight uniform, and carried two katanas on his back, a handgun on his waist and a automatic rifle in his hands. "I'm gonna make this very simple for you all. Like two plus two equals five simple."

He cleared his throat before continuing, "I'm bored. I woke up this morning and said to myself, 'Wade, I want waffles for breakfast and you should go shoot at some kids today.' So here's the deal, The school's surrounded by my nice henchmen supplied by the writer. I'm gonna hold you ransom. But you can still run for your lives if you want." From across the room, Peter saw one boy make a break for it, aiming to jump through the window.

"Bang!" Deadpool said as he fired his gun, and the boy fell to the ground, lifeless. "Well go!" Deadpool shouted at the remaining students, who all dashed in all directions, and M.J. began to rise and follow suit. She continued to struggle as Deadpool followed the mad rush of students, setting of every fire alarm he could find on the way.

"No!" he hissed as more _'Bang! Bang! Bang! Ba-Bang!' _sounds came from down the hall. "We hide and call the cops," Peter whispered.

"The exit's just down the hall..." M.J. began whispering angrily.

"And while that guy looks crazy, he looks like a man with a plan. He'll have a trap set up for people coming out of the main doors. They'll get mowed down." Peter replied harshly.

"Then we go out the back," Harry offered.

"It'll be the same as the front." He snapped back, "Our best bet is the stage. We can hide up on the walkway that the light techs use during shows."

"It's pitch-black up there," She replied.

"So we won't be seen. The fastest way is out the door on the left," He said as he popped his head out, making sure the way was clear. "Go!" He said as he grabbed M.J. by the hand. The three of them tore down the hall, making record time, skidding around corner after corner. _Through these doors and around a corner and we're in the clear,_ he thought to himself, _then I can ditch M.J and Harry and try and stop the madman_. With his free hand he slammed the door open, and was greeted by a rifle barrel.

"Hid behind a table, didn't you? And I am not a madman." Deadpool smirked as he looked at Peter, Harry and M.J from head to foot. "Hmmm, Let me guess," Deadpool said to Peter mockingly, "Best friends since you were six. Tried to take things to the next step, but it didn't work out. Now she's banging your best friend over there, But you still have feelings for her. But now there's a hot new girl in your life, so you've begun to second-guess yourself right?" Peter glanced at M.J. as Deadpool continued, "Man I'm awesome! I..." Peter cut him off by slamming the door in his face. "$# %!&?!"

"RUN!" He shouted at M.J as they both tore back in the direction they came from. With his super-hearing, Peter could hear Deadpool's rantings. He could also hear breathing sounds. Heavy, ragged, reptilian breathing sounds.

M.J. and Harry managed to dash past the Lizard, but Peter hesitated, knowing the amount of destruction that was about to be wrought before his eyes. He searched for a way to avoid the carnage, but he was to late.

"I'm gonna get you you little fu...SHIT!" Deadpool screamed as he rounded the corner and saw the Lizard leering down on him. Deadpool skidded to a halt and said "Hey! You're not in the script!" Connors roared in response. Deadpool shouted incoherently as he drew his katanas, and said "annnnddddddddd Fight!"

Connors bellowed as he charged past Peter and into Deadpool's waiting blades. Peter didn't wait around to see how the fight turned out. He rushed towards the nearest empty classroom he could find and began to pull of his clothes. Luckily he still had his bag on him at all times, just in case he needed it. Twenty seconds later he shot out the door and ran towards the sounds of intense fighting.

"You know!" Deadpool shouted from atop Connor's back, were he had stuck both his Katanas. "This really is more like a job for Kraven the Hunter. But I guess he's busy getting ready for his part later on in the story. Same goes for Wolverine, I... WWHHHOOOAAAA!" Connors finally managed to toss him off, and Deadpool landed on his ass in front of Peter. "Copycat!" Deadpool said as he scrambled to his feet, "Two things: _Finally, _someone to laugh at my jokes. And you totally stole my cool outfit idea from the wardrobe department." Deadpool finished as Connors rounded the corner. "Shall we run for our lives?" Deadpool offered before he and Peter began a mad dash through the halls. Peter acted on instinct, using his webbing to turn corners faster, spinning about and using more webbing to restrain the Lizard as best he could. Soon the reptile was trapped in a cocoon of artificial webbing.

"Were can I get me those?" Deadpool asked before he drew his handgun and fired several bullets. "They look wicked cool."

"One of a kind," Peter replied as he dodged with ease, "Custom made for me by me and me alone, Mr Carpool." He sent Deadpool flying with a mighty kick to the stomach.

"Well actually," Deadpool said as he rubbed his covered scalp with one hand, "You're gonna m..."

"_ROAR!" _was followed by the sound of ripping as Lizard managed to free himself. It didn't take long before he saw the two beings that had hurt him,, and begin to charge once more. Lizard gave chase to both Peter and Deadpool, who frantically avoided the slashing claws as they both attempted to escape.

A mighty backhand from the Lizard sent Peter flying into a row of lockers. Peter tucked his body and rolled to a crouch, but he was to slow for his opponent. The Lizard was already on top of him, forcing Peter to use his legs to keep his jaw at bay. _I can't keep this up forever, _Peter thought as he saw Deadpool scamper out of the corner of his eye. _Sooner or later my legs are gonna give...and then...well...no more spider-man..._ He finished as the Lizard edged closer and closer. He then felt something brush his hand, then tug on it. Before he knew it, he had escaped the Lizard's grasp and was in an adjacent room with two other occupants.

"I knew it," He panted as he stood to face Rogue and Shadowcat. "You are stalking me."

"Funny webs," Rogue snapped as she checked the window for danger. "How about we focus on the dinosaur running wild through the school."

"Before I have to save your ass again," Shadowcat added in after her. "'cause that's the second time I've pulled you're ass out of trouble."

"And I'm eternally grateful," Peter replied, "I'll throw a party afterwards. Bring your friends and..." He was cut off by a loud crash as Connors broke through the wall, snarling at them once he recovered. "Down!" He shouted, thrusting himself and Shadowcat out of the way as Rogue and the Lizard collided bodies and fists in a battle of strength. Peter rolled to his feet and grabbed Lizard's tail, tearing him off of Rogue and smashing him into a wall. Peter followed, landing on top of his chest and delivering four punches to the Lizard's face, breaking several teeth and bloodying it's nose.

"Hang on, Sugar!" Rogue shouted as she tackled Lizard's thrashing legs and tail. A swift strike from Lizard's tail sent both Rogue and Peter flying into a wall. Bringing his claws to bear, he attempted to cut Shadowcat in half, but she phased the blow through. That's when Peter was struck with an idea.

"What happens if you left someone inside a wall?" Peter shouted over the Lizard's growling.

"No Idea," Shadowcat shouted back, "it might kill. Then again it might not." A hundred strands of information burst through Peter's head simultaneously. Weight factors, distance, resistance and strength.

"I've got a plan!" he shouted, "but it's gonna take all three of us. We phase him through the roof."

"How?" Rogue snapped as she ducked under lizard's tail and struck his kneecap with her fist. Connors howled in a painful response.

"Me and you carry him while Shadowcat phases," Peter replied quickly. "If we make sure his legs hang below, he can't use them to push off anything. And as long as his head is free, he'll still be able to breathe."

"Why does he need to breathe?" Rogue remarked. "If he's dead, the world's a better place."

"Kill the lizard and you kill the man underneath," Peter snapped. "And that man has a twelve year-old son."

"I say we go with his plan!" Shadowcat shouted as the Lizard attempted to cut her in half again.

"'Course you would, darling," Rogue smirked as she grabbed one of the Lizard's arms. "And I do to, but not just because you think Spidey's cute." Peter grabbed Connor's other arm and held it in place.

"On three!" he shouted as Shadowcat got into position. "One! Two! Three!" He and Rogue jumped into the air, using their super-strength to propel their bodies much higher than normal. Shadowcat managed to phase all four of them through the roof with ease, leaving half the Lizard's body embedded in the roof.

"And I did not agree with him because I think he's cute!" Shadowcat said as she smacked Rogue in the arm. "It was a strategic manoeuvre that I believed would end the confrontation quickly."

"So you admit that you think he's cute!" Rogue smirked as she ran a hand over her yellow mask and through her hair.

"I think he's cute!" Deadpool shouted from the other side of the rooftop. In his hands he held a large rifle, which he was aiming at the three of them. He fired.

Peter dived for cover, firing web-bullets in Deadpool's general direction as Shadowcat pulled herself through the concrete. Peter guessed at her tactic, and his assumption proved right when she emerged behind Deadpool, who continued to fire at Peter.

"Boo!" said Shadowcat as she phased her hand through Deadpool's head. Deadpool turned around in shock, grasping at thin air. As he fell to the ground, his hand found purchase. His fingers slipped underneath Shadowcat's mask. The weight became to much for the fabric to bear, and it ripped with ease.

Peter slipped out from behind cover and approached the crazed killer, with Rogue right beside him.

"Hey," Deadpool said as his eyes drooped. Apparently having someone stick their hand in your skull was disorienting. He pointed at Rogue and finished, "you weren't in the original draft." He then slumped to the ground, unconscious as Shadowcat removed her hand and wiped her forehead clean of sweat. Her eyes caught his, and he was hit with a sudden jolt to the stomach.

Shadowcat, the mysterious mutant vigilante, was Kitty Pryde.


	9. Chapter 9: Aunt Mayhem

Chapter 9:

He opened the door and was nearly buried under a crushing hug, courtesy of Aunt May. After several seconds of crushing, Aunt May finally let go of him, revealing a roomful of people. In one corner, M.J. sat with her mother, and across from them Harry sat beside a distraught Police Captain Stacey.

"Where..." Aunt May gasped as she was short of breath. "Where were you...I was so...so worr...I thought...?"

"I hid," Peter lied with a shrug. "I got separated from M.J. and Harry. So I dashed towards the nearest classroom and hid as best I could."

"Where?" Captain Stacey asked. "SWAT searched every classroom top to bottom four hours ago."

"I hid in the vent," Peter replied, "Thinking no one would look there."

"Well I'm just glad you're home," Aunt May sobbed as Captain Stacey led her to a seat. She remained there for several minutes, sobbing into her arms. The room remained sombre, even after M.J switched the television on, showing live coverage from the school. Everyone watched in silence.

"...hours after an attempted terrorist attack on Midtown High-school. At this time we can only speculate on the purposes of the attack, but many believe that it was the work of a group calling themselves 'The Brotherhood.' We also have a confirmed sighting of the notorious monster known as 'The Lizard' engaging Spider-man and two accomplices in a deadly brawl. According to an inside source, the Lizard is really Dr Curtis Connors, a professor at Mid-town high school. The stress of the situation is what we believe caused his relapse. The video was supplied by an anonymous source."

Peter watched as the fight played out on the feed. Someone had taken a live video of the battle. He could even hear the conversation he had with Shadowcat and Rogue. _No, _he thought. _Katherine Pryde, not Shadowcat. And her friend. She must be Rogue. She wanted to go to that political rally to see what Stryker was saying...unless she was in on the attack. _He quickly banished those thoughts from his mind. He had seen her engage members of the 'Brotherhood' in single combat. If she was a terrorist like those other mutants, she would have joined them.

_Or worse, _he thought. _She could have killed me in that fire. And Marie...was that mugging in the alley a ruse? Get close to me and find out who I am?_ He shook his head in an attempt to clear his thoughts.

"In other news," The reporter continued, "Tony Stark has confirmed the winner of the Stark Industries internship."

"It is my pleasure to announce my decision on the winner of the Stark Industries internship," Stark said from a raised podium. "This student will not only be receiving a full scholarship to a university of his or her choice, but a four-month paid internship as my personal lab assistant." He opened an envelope and read aloud, "Peter Parker."

His head began to swim as Aunt May and M.J. both jumped out of their chairs to crush him with a hug. He staggered, doing his best to remain steady on his feet. In his pocket, Peter felt his phone begin to vibrate with a low buzz, but he ignored it as he returned the hug from his Aunt.

"Peter!" Aunt May screeched with laughter. "Did you hear that? You won!" Almost all trace of the sombre atmosphere had been erased with that news. Aunt May whipped up a magnificent meal from thin air, while she spread the news as far as she could. Soon the phone was ringing off it's hook so quickly they didn't have time to answer, so the listened to the messages being left.

"Congratulations Peter!"

"So proud man!"

"Good for you!"

"I EXPECT AN INSIDE SCOOP ON THE INS AND OUT'S OF STARK INDUSTRIES AS WELL AS A FULLY..." M.J managed to pull the plug on the phone before Jameson could complete his rant.

It was well after midnight when Peter returned to his room, slumping down on the bed in exhaustion. He'd had a rough day, rougher than most. He was over the moon about the scholarship, but the day's events had tired him greatly. A fight with a ten-foot monster was enough to tire anyone out, add in a crazy murderer and the day would go from tolerable to horrible. _And then there's Kitty._ He sighed, _It's not like i'm angry that she didn't tell me she's a mutant...it's just that..._

_I dunno._

_What's wrong with me?_

_People on the television say mutants are the devil's spawn...Aunt May shudders at the mention of them. _

_But Kitty's not evil. By our standards, she's more of a hero than I am._

_But can so many people be wrong?_

_Maybe._

_Tony Stark. Reid Richards. Are you saying that they're wrong?_

_I don't know. _He reached deep into his pocket for his phone. He flipped it open and saw that there was a text message. He half-smiled as he read it. "Congrats! ;) -Kitty"

_Whatever they think, they're wrong about her. _He closed his eyes and laid down and fell to sleep in record time. His mind detached from his body and roamed the dream world freely. He walked down memory lane with ease, marvelling at each and every moment.

"Holy shit!" a fifteen-year old peter shouted as he shot up in his bed. He looked at his hand in wonder, as he had just smashed his alarm clock like it was made of sand. He reached to the back of his neck, where an irritating itch was pulsating He tried to scratch it, but it had no effect whatsoever. He slowly stood up and got dressed. He noticed that his clothes seemed to be more clingy than usual.

Strange occurrence's seemed to follow him that day. At breakfast, he broke a plate and mangled his spoon. The door fell off it's hinges when he closed it, and a large dent was formed in his locker when he opened it.

"You okay, Petie?" someone giggled from behind him. He turned to face the speaker, Gwen Stacey. "you look like you've got a cold or something."

'Nah," he replied with a shrug, "just a little headache, that's all."

"Really?" Gwen replied with a large smirk. "Are you sure you didn't get exposed to some sort of highly lethal radiation at Oscorp yesterday?" He smiled as the memory faded and became replaced by another one.

"Hey, um...listen Gwen," Peter mumbled across the table. They where sitting in a restaurant, during their lunch break. He was sweating and figiting with his clothes, which had been increasingly uncomfortable since his transformation into Spider-man.

"Yeah?" Gwen smiled as she brushed a strand of hair out of her eyes. A weak smile crossed her lips as she batted her eyelashes innocently. Which made his stomach twist and turn even more than before.

"Do you wanna, I dunno..." he continued to mutter, "maybe g..." He coughed, for several seconds in an attempt to cover his stuttering speech. "maybe go out sometime? Wi...with me?" She did something unexpected, she reached across the diner table and placed her hand on his.

"I'd love to," she smiled as the scene changed once more before his mind's eye.

"Duck!" Peter shouted as he slammed into a full-armoured Tony Stark, pushing him out of the way of Electro's blast. He screamed in pain as he felt his shoulder become dislocated on impact. It hurt even more when he forced it back in place, as Tony Stark lifted himself to his feet.

"What the hell was that for!" Tony shouted, "You could have killed me!" Peter pointed to the hole that had been created by Electro's blast. The concrete had been melted.

"Didn't think you'd wanna be there," Peter joked as he coughed up some blood. "Shockingly, it looks like it would hurt a little." The fight suddenly became very one-sided, in the favour of the Spider-man/Avengers team-up. In less than five-minutes he was doing his best to not have a total nerd freak-out.

"Hey kid," Tony said as he placed a heavy hand on Peter's shoulder. "Want a job as an Avenger?"

"I uh... WHAT!?" Peter replied as he felt his legs start to fall out from underneath him. He regained his composure, and continued, "I'll have to uh... sleep on it, sirs." He smiled under his mask weakly before shooting into the New York skyline on a strand of webbing.

When the scene changed again, he did his best to change what he saw. Why did it have to be this?

_Okay, _he thought as he approached the NYPD headquarters. He'd received a text from Gwen half an hour earlier, asking if he wanted to meet after she had a talk with her dad about having a prospective boyfriend sleepover. Peter had often watched in amusement as date after date had been greeted at the Stacey household with a gun being pointed at them. Now that he was in their position, he wished he hadn't laughed so much.

He breathed deeply, doing his best to calm himself. In addition to having a talk with a police captain, he also planned on confessing his secret identity to Gwen. He would do it later at night, when they where alone. He would ask her what she thought about him joining the Avengers. Maybe she would have the answer he needed to hear.

_Sure, I think I could help but am I ready? I've been a superhero for a year..._His train of thought was interrupted by a man wearing a trench-coat slamming into his shoulder. Peter didn't give the man a second thought, as he became immersed in his thoughts once more. _Maybe I could make a difference but.._

_**BOOM!**_ Shock-waves rippled through the street, sending people flying to the ground. Peter's superb balance allowed him to stay on his feet, giving him a clear view of what was happening. Glass windows shattered, and concrete crumbled as the NYPD headquarters was reduced to dust.

"_NO!" _He shouted as he shot up in his bed, panting. He looked around, and saw that he had reduced his sheets to shreds with his thrashing around. Sweat poured from his forehead and trickled down his face.

"What's wrong?" Aunt May said as she opened his door. She was wearing her night-gown and a worried expression, which quickly changed to an understanding one. "That dream again?" He nodded a wordless reply, saying much more than he could with words as a sad expression crossed her face. "You're stressed. I'm not surprised, you've been through a lot today."

"Aunt May..." He began slowly, choosing his words carefully. "Why can't I get her out of my head?"

"What do you mean?" She asked, shaking her head in confusion.

"When...when Uncle Ben...left us...I dreamed for weeks about him, then it stopped. With Gwen it's...it's been almost three years." He half sobbed as he put his head into his hands. "Why can't I get her out of my head?" Aunt May smiled a little as she reached an arm around him.

"Because," She whispered softly, "the ones we love with all our heart will never truly leave us. You loved Gwen Stacey dearly, and to have her ripped from you so violently was wrong. It happened, but it was still wrong. But Peter, you still need to let go and move forward with your life. You can't let those horrible mutants control how you live your life."

"Don't say that," he replied, a little to briskly and harshly.

"What?" Aunt May said with more force.

"Where all the Germans Nazi's? Are all Muslims Terrorists?" He stated clearly, causing his Aunt to shake her head.

"You need to get some sleep," she said, "you've had a rough day. Rougher than most. We'll talk about this later. Goodnight, Peter."


	10. Chapter 10: Identity crisis

Chapter 10:

"Good morning, Mr Parker," Said Tony Stark's aide, Pepper Potts. She wore a black business suit, with her red hair tied back in a bun. She calmly stood up from the chair she had been sitting in an moved in front of her desk, grabbing a clipboard as she did so. "I take it the drive over here was comfortable?"

"It was a limo, hello? Leagues ahead of walking, then taking the subway, like I planned on doing," He said wryly as he shifted his backpack nervously. He hadn't had a chance to talk with Aunt May yet. He also hadn't had a chance to see or speak to Kitty since the day he had discovered her secret. And on top of everything, he was about to paraded in front of Tony Stark.

_I really hope that he just wants Peter Parker working for him...I mean, he can't know..._ He thought as Pepper led him into the hallway. _It's just a co-incidence. _

"I hope you realize, Mr Parker," Pepper said calmly as she led him past a series of doorways. "That Mr Stark has dealings with sensitive knowledge. Weapons, secrets, technology." She stopped at a large metal door. "Everything beyond here is top-secret. Mr Stark has reviewed your psych profile and believes that you are trustworthy and knowledgeable enough for this task." She then proceeded to punch in a series of numbers on a control panel for the door, which slid open with a hiss. Inside was a black abyss.

"Go in," Pepper chimed. He gulped and took a few steps forward. The door hissed shut behind him and lights flickered on, revealing a fifty-foot tall robot. Exposed wires were everywhere, namely the joints. But sections of the robot where covered in red and black metal plating. The eyes had a soft yellow glow to them, giving it a rather sleepy appearance. Scattered on the floor at it's feet were several large weapons, including, but not limited to a large chain-gun and rocket launcher. Peter could also make out what looked like an arc reactor in the chest region.

"Wow," Peter whistled as he admired the craftsmanship.

"That, Mr Parker," said a cocky-sounding Tony Stark as he appeared from behind one of the robot's legs. "Is the Sentinel enforcer mark 1 prototype."

"It's...big," Peter replied in disbelief.

"Gives it a psychological advantage. It's primary design purpose is to hunt down more dangerous super-villains." Stark said with a confident smile. "Stuff that's to dangerous for a human. Or give us some backup when needed."

"So this is your next big project?" Peter asked intently as he continued to observe the mech.

"No," Stark replied as he clasped a hand around Peter's shoulder. "No that's a little side-project for the government I'm working on. Apparently they're not feeling equipped to deal with some of today's threats." Stark chimed as he led Peter to a small door and opened it. "What we are working on right now is way cooler." Stark finished as he flicked on the lights, revealing a row of power armour suits.

"The hall of armour," Peter whistled.

"The hall of prototypes," Stark replied, with pride and pleasure shining across his face as he walked past each suit. "I haven't tried on any of this stuff yet, Mr Parker."

"But he will," said another man's voice ass the speaker strode into the room. Peter recognized the voice without seeing the man's face. His heart skipped a beat as Captain America clapped Peter on the shoulder. "Is this the intern?" He asked.

"He is," Stark replied, "You remember Captain America, right, Mr Parker?"

"What!?" Peter blurted, unable to control himself. _Oh god...no..._

"Well considering that you've teamed up on several occasions, I assumed..." Stark began in a sarcastic tone, before striking his head with an open palm. "Oh, I forgot. You're not Spider-man right now. Your a civilian."

"How..." Peter began to say, more reserved this time.

"We track super-villains on a daily basis. Compared to the likes of Loki and Doom, you're a walk in the park, son. We have had you pegged on a list for over a year now." Captain America said with confidence as he examined one of the suits. "The whole contest was a ruse we concocted after narrowed it down to three students. You, Harry Osborne and Eugene Thompson."

"You thought of _Flash?"_ Peter blurted, "I'm sorry but the guy..."

"Immediately fell short of our intelligence criteria," Stark said jokingly. "Leaving the Osborne kid. He is smart and has access to Oscorp technology. However, he can be accounted for yesterday, while you where one of three students that we could not find."

"Add that to your sudden drop in school attendance once Spider-man started showing up," Captain America said with certainty. "And we put two and two together." Peter still found himself dumbfounded by the idea that his secret identity had been uncovered. In fact, it irritated him, neither of these two founding Avengers had family that couldn't protect themselves. Whereas he had to protect his Aunt from his double life.

"How many people know?" Peter asked.

"Your identity?" Stark replied as he mock-scratched his head. "Founding members only, so me and Cap, plus Thor, Hank and Janet. You've also been put on the S.H.I.E.L.D database, director's eyes only."

"And my address?" Peter said with a hint of urgency.

"Does it matter? You could move to the mansion at any time." Captain America replied with ease. " No one would be stupid enough to attack you while you're in a building full of Earth's mightiest heroes."

"So instead they go after the only family I have left in the world?" Peter half-snapped at them, silently berating them for overlooking that fact. "I've been around, sirs. I once got a glimpse at an alternate time-line. You wanna know what happened when I went public? My Aunt got shot by one of the Kingpin's men, because the other me was busy."

"That's not gonna happen, son." Captain America said as he placed a palm on Peter's shoulder, doing his best to calm him. And it worked, to a certain degree. "We'll erase all we can." Peter's mind was given a little leeway, allowing it to wander to other pressing issues.

Should he talk to Kitty about the fact that she is a mutant? _No, there's a reason she doesn't announce it to the world. Even if her intentions are less than ideal, she's saved my life on more than one occasion, so I owe her so much. _

_And if I was to talk to her as Peter Parker, she might make a connection. That might put Aunt May in danger. And speaking of Aunt May, she's a huge anti-mutant supporter, how am I supposed to bring that up? 'Hey, Aunt May. Just thought I'd tell you I'm hanging around with someone you suspect of terrorism.' Man, I hate my life, it's as if God's up there saying 'lets screw with Peter Parker's life! I hate that spider-guy!' _Peter looked up from the floor, where he had been staring to see both Captain America and Tony Stark looking at him with puzzled looks.

"I still get the scholarship, right?" He asked, breaking the silence.

"Yes, you do" Stark replied. "Pepper will give you the papers you need on your way out. You still get to go to school full-time. Just show up here for a couple of hours each day. Now go spend time with those famous cheerleaders you won't let me meet." Peter took this as an invitation to leave, so he did just that.

Minutes later he was swinging through the streets at an usually high speed. He was so caught up in his thoughts from the past few days, and he hadn't finished processing everything internally. All he needed was someone to talk to. Someone who would understand both aspects of his life. _Problem is, the only person I trust like that is Cap. And If I talk to him, he'll talk to Stark. Not to mention, he probably won't be able to explain this feeling in my gut. That's Aunt May's speciality, but she can't know I'm Spider-man because, well...she can't. _

He landed on a rooftop and overlooked the street. He watched as the cars drove by below, and marvelled at the simplicity of it all. But once again, his thoughts were interrupted, this time by a an impact shock-wave.

Peter turned on instinct to see that a large metallic sphere had imbedded itself in the roof behind him. _Where the hell did it come from?_ Peter asked himself as he gingerly approached the orb. He reached out a hand and prodded it gently.

The metal shifted, rippling like water.

A hole appeared in the top as Peter took a step back. Out of the hole came a man. He floated into the air, giving Peter a better look at his features. Red metal armour covered the man's body, and a domed helmet covered his head. A grand black cape flowed from his shoulders as the man extended a hand, almost in friendship.

"There is no need to be frightened," the man said with an air of command. Beneath the man's helmet, Peter could see grey hair. "My name is Erik Lensherr. I am a friend."

"A friend who tries to sneak up on me in a giant bowling ball," Peter replied as he took the man's hand in his own, shaking it.

"Well, not all of us possess the luxury of the ability to swing from rooftops," Erik smiled. It was at that moment that a low buzz filled the back of his head, telling Peter to tread carefully while talking to this man. "But alas, I did not come here for idle talk."

"Then, alas, what did you come for?" Peter asked, growing tired of beating around the bush with people.

"I come to offer you a chance. A chance to stand by my side as a part of my Brotherhood." Erik smiled as he continued to loom over Peter. _Brotherhood!_ Peter thought, _those people who attacked the rally!_ His first thought was to arrest the man for terrorism, but his spider-sense told him that things weren't that easy. He stood rooted on the spot, waiting for an answer to come to him.

"_YOU!"_ a familiar voice shouted as a figure darted around the corner. _Fuck, _Peter thought as Kitty Pryde leaped into the air, her jump prolonged by her density-shifting powers. She headed strait for Erik, who with a wave of his hand sent the sphere he had arrived in flying towards her.

At the last second, the sphere warped and wrapped itself around Kitty. Peter immediately knew what had happened, why she couldn't escape by phasing. The metal was pressed against her skin so tight that it's density shifted with her body.

"I make my offer to you as well, miss Pryde. The brotherhood could use someone of your talents and abilities," Erik said with a hint of anger in his voice. "Together, we can end this suffering in a way that Xavier never could."

"Never," Kitty spat defiantly as she continued to struggle against her restraint. "It's because of people like _you _that our people get treated like animals."

"Do not talk to me about how _our_ people have been treated, child!" Erik screamed as he clenched a fist. The metal surrounding Kitty began to contract around her as he continued, "I watched as our people were led to the slaughterhouses by men with guns. I watched as my own mother was killed before my eyes!" An ear-splitting scream filled Peter's ears as the metal prison became painfully tight around Kitty. Her face became red as blood was forced upward.

"No!" Peter shouted as he charged forward, slamming his fist into Erik Lensherr's chest, leaving a sizable dent in the thick armour. This served as a sufficient distraction, as Kitty's metal cocoon dissipated as Lensherr willed it towards Peter. Anticipating the metal, Peter ducked underneath it, grabbed it with his webbing and hurled it back at Lensherr.

"You dare to attack the _master_ of magnetism with metal?" Lensherr shouted in a primal fury as he directed the metal elsewhere.

"Master of Magnetism?" Peter replied as he back-flipped closer to Kitty. "I would have gone with the master of bad hairdo's."

"I will ignore your insolence, Spider-man, if you join us." Lensherr replied with a curt tongue.

"Let me get this strait," Peter snapped back towards the towering figure. "You want me to join a band of known terrorists. You do this by cornering me and threatening..."

"I did not threaten your life," Lensherr replied with a hint of anger.

"No, you threatened _hers_," Peter said, sticking out an arm and pointing to Kitty. "A friend of mine who has saved my life three times now. Not exactly the best plot, Dr Evil." Lensherr's face contorted briefly, as if he was suppressing something that was doing it's best to come out.

"You spurn my offer? To be at the right hand of the one who controls the fate of the world?" Lensherr replied with dignity, before smiling slightly. "I thought I developed you better than that." With that, Lensherr floated away, Leaving Peter to tend to Kitty as she regained consciousness. All the while a single word floated through his mind.

_Developed?_


	11. Chapter 11: Wonders

Chapter 11:

"You really should see a doctor."

"I'm fine."

"At least let me take a look."

"I'm fine."

"It could be broken, Shadowcat," Peter said with as much force and friendship he could muster. He was fully aware that he might be treading on thin ice with her, combined with his new-found knowledge of her real identity, he was afraid to speak.

"I can manage," She replied as she half-limped over to the edge of the roof. "My house isn't far from here. I can get to a hospital from there pretty quick." She looked as if she was about to jump.

"Yeah, and you'll tell your family you fell down a flight of stairs or something, right?" he said with a grin. "Let me take a look at your arm at my hideout. I've borrowed some medical equipment for just such an occasion." She let out a little half-smile.

"A hideout?" She asked as she edged herself closer to him, away from the roof's edge. "like a spider-cave? How cool is that!"

"More like a warehouse of solitude," he replied with a grin, knowing he had won. "Now hold on tight, or you'll fall." He wrapped an arm around her body, and underneath her injured shoulder. "Try not to move it to much," He said as he stepped closer to the edge. "And don't swallow any bugs." He finished as he leaped off the roof and swung out over the street.

Initially, carrying someone with him while web-swinging was a bit awkward at first, but he managed to adjust quickly without hurting her to much. He pumped his legs harder to compensate for the increased mass, allowing him to accelerate more.

"WHO-HOOOO!" Kitty screamed as he pulled out of a particularly powerful swing. "Is it always like this?"

"Usually!" he replied he rounded a corner, bringing an abandoned warehouse into view. "Hang on!" he repeated as he propelled them into the air. At the very last second he loosed a strand of webbing that allowed for a safe landing on the roof. With one hand, he opened the rooftop access that led to a ladder. Gingerly, he helped Kitty down too the ground using a web-line, as she was unable to use her right arm. He nimbly landed next to her and indicated to the right, where there was a door. Once it was opened, a room full of medical equipment and crime-fighting gear was revealed. "Welcome to my warehouse of loneliness."

"Wow," Kitty said as she stepped into the room, marvelling at all the high-tech equipment. "Where'd you get all this stuff?"

"When I first got my powers," he said as he opened a supply closet. "I wanted to make a quick buck, so I started in a couple of low-level MMA fights. I won, of course. Over twenty thousand under the table."

"Why'd you stop?" She asked as she took a seat on one of many crates littering the floor. "You could be as rich as Tony Stark in a year."

"You're right, I could." He said as he gathered what he needed and moved to her side. "But I got some sense knocked into me when I made a mistake."

"Must have been a pretty big mistake for you to give up a free pass on life," Kitty muttered under her breath. "I'd kill for that kind of chance. A condo in downtown New York, and a hot pink Ferrari for me."

"That's just the thing," Peter replied as he examined her limp arm, "I got someone killed." He ran his fingers up and down the length of her shoulder and arm, both in an attempt to determine the extent of her injury and to distract him from the pressing memories surfacing in his mind. "Good news," he said once he finished his analysis, "It's not broken, only dislocated. Easy fix."

"You sure?" Kitty asked as she examined her arm for herself.

"Yep," He said as he positioned himself to properly re-locate her arm. He slipped off one of his gloves and handed it to her and said, "put this between your teeth, 'cause this is gonna hurt a little." He saw a flicker of fear in her eyes as she placed the glove in her teeth, inhaling deeply with her nostrils as she did so. He followed suit, before giving her dislocated shoulder a quick push with absolute minimal force. The tiny _Pop!_ was barely audible over her muffled scream of pain. Tears swelled in her eyes briefly, before the pain faded away.

Carefully, Kitty flexed her fingers as her arm rested in his arms. Her movements become more and more complex as she tested for pain of any sorts.

"All better?" he asked.

"All better," she replied as she handed him back his glove. Her eyes darted toward his bare hand, where his web-shooter was exposed against his flesh. "What's that?" she asked, indicating to his wrist.

"These?" he replied as he took a seat next to her. "My web-shooters. It's where my webbing comes from."

"Really?" she asked intently, "cause I always thought you're webbing was organic."

"I wish," he said as he pulled the device off, to show it to her in greater detail. "It's a fluid that's stored in these little cartridges. Once I press this button, I shoot out some of the fluid. It becomes all stringy on contact with the air. I've got different types for different situations. Flame-retardant, non-conductive, acid, even some laced with garlic from when I teamed up with Blade."

"Just a little push?" she asked gleefully as she stuck out her thumb and pushed down on the firing button. Nothing happened, so she pushed again with more force. "I think it's broken," she said.

"Nope," he replied as he pulled his mask over his nose, allowing himself to breath more easily. "Sorry, the mask gets a little stuffy sometimes. Anyway, you'd probably have to punch it to get it to fire for you."

"Why?"

"Because," he replied with a grin, "I designed it that way, so that no one without super-strength would be able to fire them."

"Why?" she repeated.

"So that if some idiot ever got a hold of them, he or she wouldn't be able to try and swing from rooftops." he answered her. "it also only accepts only a certain amount of pressure, so that when I grab something, or make a fist, I don't trigger them by accident."

"Genius!" Kitty exclaimed before she brought her fist down on the web-shooter, finally causing it to disperse some web-fluid. All over her uniform. "Whoops," she giggled as she tried to clean herself up, only to find that she could no longer move due to the adhesive nature of the webbing, "I'm stuck."

"Hang on, I've got a solvent," he said as he did his best not to burst out laughing. It reminded him of when he had invented his web-shooters, and they exploded on him. He grabbed the solvent from where it lay and proceeded to use it to free Kitty.

"So..." she said as she waited for the chemicals to do their work. "How many people have seen your spider-cave?" she asked innocently.

"Counting me and you?" he grinned, "Two. The Torch is the only other person who knows about this place, but he's never been here personally."

"Why not?" Kitty asked as she discovered that her arms where free once more.

"Because this is my backup place, only to be used in certain circumstances. I also want it kept off of the Avenger's radar, and the FF's uniforms have tracking chips in them. It'd be to easy for Mr Fantastic to give Iron Man the location." Peter replied as the grin faded from his face. To avoid an awkward situation, and to answer the burning question in his mind, he asked, "So did you know that guy?"

"Magneto," Kitty spat with disgust. "He's just someone who makes it look like we're all evil."

"Us?" Peter asked.

"Well, yeah," she replied stiffly, "mutants in general. He's sort of the arch-enemy of our leader. Like you and that goblin guy."

"Leader?" Peter asked sarcastically, "you a part of some sort of cult?"

"_CULT!"_ Kitty fumed as she drew herself away from him. "The X-men have done more for this planet than..."

"Joking," Peter interrupted. "I'm not one to judge people because of who they 'hang' with. Because I know some shady people myself, Shadowcat."

"Yeah," she huffed, "like who?"

"Daredevil, Luke Cage, Punisher, etc. All the street-level guys helped me on a few of my first gigs. Hell, Cage was the first person to call me a superhero. And Daredevil gave me more cash to get this place started." Peter said as he reminisced. "We still run into each other now and again, but my business has gotten a bit out of their reach lately. It's a shame, really."

"Wow," Kitty muttered as she re-assumed her position next to him, "You know everyone."

"Not quite," Peter replied. "I've never heard of any group that calls themselves 'The X-men.' And two and a half months ago, I'd never heard of you or Rogue before."

"We aren't allowed out much," Kitty said. "As Mutants, we like to stick together in communities. But an opportunity came up for me to come out here, so I took it."

"Which kinda brings me to a pressing question," Peter asked, averting his eyes slightly. "How do you know?"

"Know what?" Kitty replied.

"If you're..." He began. He'd actually been wondering this for a while. And the night's event's had brought the question to the forefront of his mind.

"One of us?" she smiled. "Simple, we look for the X-gene in your DNA. If you have it, then you're a mutant. If not, then that's okay. Why, you think you're one?" She finished by placing a hand on his shoulder.

"I dunno," he replied. "I got bit by a genetically-altered Spider when I was fourteen. I've always assumed that that's how I got my powers, so that's why I named myself Spider-man."

"Well," Kitty replied, "give me a blood sample and I'll give it to some people who know what to look for. Then we can find out together."

"Did I mention my guardian believes in all that anti-mutant crap?" He said with a hint of irony in his voice.

"That might put a damper in things at home, just a bit." She replied as she took her arm off him, apparently in deep thought.

"You have no idea." He muttered as he checked the wall-mounted clock. "And speaking of home," he said, "I've got somewhere to be over an hour ago. Feel free to use this place, but only in an emergency, and please don't bring anyone. It's supposed to bee a _secret_ hideout." He finished as he stood and made his way to the ladder.

"Then why show it to me?" Kitty asked from behind him.

"You're a friend," He replied. "What was I supposed to do, let you suffer? I..." The rest of his words where silenced by a pair of lips colliding with his. He felt his cheeks flush with blood as his stomach churned. For a brief second, he wondered why his spider-sense hadn't warned him. _Because she's not a threat...or at least she's not trying to hurt me. _He thought as he wrapped his arms around her_,_ which was the wrong thing to do, apparently. The most wonderful kiss Peter Parker had ever experienced was over as quickly as it had begun.

"I'm so so so so sorry," Kitty stuttered as she pulled away from him. "I shouldn't have...I mean...there's som...oh god..." She continued to mutter, her words becoming more and more incoherent as she did so.

"H..." He began as he advanced towards her with his arms open, ready for an embrace of friendship.

"No!" She shouted defiantly, stopping him in his tracks. "I can't. I'm sorry, but I can't." She said before she disappeared into the ground.


	12. Chapter 12: Purity

Chapter 12:

"Are you ill, son?" came a voice from the blackness.

"Huh?" Peter opened his eyes in a stupor. He was in the Avengers mansion training room. More specifically the boxing ring with Captain America, who was decked out in full boxing equipment. Now Peter could remember why he was there. He was there so that Captain America could fully determine Peter's physical state and fighting prowess. So far he'd been knocked out four times by the first avenger.

"Can you continue?" Captain America asked as he stuck out a hand for Peter to take.

"Yeah," Peter mumbled as he got to his feet. He was very distracted at the moment. It had been almost a week since that unexpected kiss, and he was more confused than ever. A million thoughts thundered through his mind like machine-gun fire.

_Does she hate me?_

_Am I a mutant?_

_What do I tell Aunt May?_

_Should I tell Kitty my secret?_

_Does Kitty just like Spider-man?_

_Would she accept Peter Parker?_

_Am I Avenger material?_

Peter shook his head in order to clear his mind, just in the nick of time to dodge the Captain's left hook. He also managed to duck under the follow-up blow and deliver a cross to Captain America's stomach. Even with Peter holding back as much as he was, the blow would have sent an ordinary man to the ground writhing in pain. But to a seasoned combatant as tough as Captain America, the blow was almost nothing.

"You're holding back," Captain America surmised. "You're afraid you'll hurt me. Your concern is admirable, but it would be your doom if I intended to kill you. Try again son, but harder this time. Send me to the floor." Nodding to the Captain, Peter prepared his arm.

_SMACK!_ Captain America was on the floor with a bloody nose in the blink of an eye.

"Like that," Captain America said as he spit blood out of his mouth. "I haven't been hit that hard in a long time." He said as he massaged his jaw.

"Doesn't matter how hard he hits," said a new voice. "If he gets taken out before he can reach you."

"I don't know, Clint," Captain America replied as he got to his feet, addressing the speaker. "I've seen him dodge gunfire." A buzzing sensation filled Peter's head, alerting him to an incoming threat. Peter contorted his body in a way impossible to any human as a black arrow slipped by, missing his body by a centimetre. The arrow became lodged in the wall opposite Peter, who turned to face the shooter, Clint Barton. Decked out in his full S.H.I.E.L.D-issued combat gear, and with a Bow in his hands and a quiver of arrows on his back, he was a sight to behold.

"I am now somewhat impressed," Barton snorted. "You got lucky kid." Luckily Peter had his mask on, so thee world's greatest archer could not see the expression of disgust on his face. He'd encountered the archer before, and every time they had clashed on their opinions on how to deal with threats.

"I'm not lucky," Peter replied, "You're just out of practice."

"Why you little..." Barton muttered as he levelled his bow once more and shot three arrows in rapid succession towards Peter. Diving to the right, Peter avoided two and caught the third without breaking a sweat. _Getting shot at is a good way to clear your mind, _he smirked.

"That's enough, Clint," Captain America said as Barton drew his bowstring again. "We don't need Spider-man full of holes."

"Just making sure the kid's up to the task," Clint sneered. "Wouldn't want him breaking a nail or anything."

"No that's your department," Peter retorted under his breath, so neither of them heard him. He would have said more, but he was interrupted.

"_Avengers Assemble." _A monotone voice said over the P.A system.

"That's JARVIS," Captain America said in response to Peter's puzzled look. "He runs the place. He's some sort of computer man."

"An A.I?" Peter smirked as he followed Captain America down the hall. As they thundered past, they were joined by few other resident Avengers. She-Hulk, Ms Marvel, Yellowjacket and Wasp followed them into the briefing room, were Iron Man already stood fully armoured and examining a holographic display. He was joined by the projected image of a stuffy British butler.

"We've got a problem," Stark said as he faced the assembled heroes. "There's a riot going on downtown."

"And?" Ms Marvel asked as she folded her arms across her chest, "sounds like a job for the cops, not us."

"An Anti-mutant riot." Stark replied, "And given recent events, we should expect that Brotherhood cult to show themselves. So we're gonna take pre-empative action and quell things before they get out of hand. Hopefully a few of us being there will be enough."

"A few?" She-Hulk said as she moved closer to the display. "As I recall, it took you and Spider-man both to handle four of them. What if there's more? And if they stay for a prolonged fight?" She continued as she brought up footage of recent riots. "These things have gotten more deadly every time. First it was cuts and bruises, then people died in that attack at Midtown last week."

"You're absolutely right," Stark replied. "Even though I'm sending only a few of you on the ground, the rest will be on standby in the Quinjet. Plus the Baxter buildings only a couple of blocks away."

"Who's all going in?" Yellowjacket asked.

"Cap and Jennifer will go out front and try basic crowd control, as they are some of our heaviest hitters. Meanwhile Wasp and Spider-man will conduct surveillance from the back, looking out for threats." Stark said with authority as he shut the display down.

"You sure you wanna trust the bug?" Barton snorted, "he's a little green for this, don't you think?"

"No," Peter replied as he pointed at She-Hulk. "Girl-liath over there is the one who's green. I'm not." Almost immediately he regretted his comment, so he whirled around to face She-Hulk. "Don't hurt me," he squeaked softly.

"We'll see," She-Hulk smiled wickedly as she placed a heavy hand on his shoulder, nearly making him collapse. Then the assembled Avengers all walked towards the waiting Quinjet. In less than five minutes they where hovering above the rioters.

"Everyone out!" Stark shouted from the pilot's seat as he pushed a button which opened the ramp. Wind ripped at his face as Peter jumped out into the open air. He stopped his free-fall with a web line to the closest building he could find, clinging to the smooth glass. He quickly manoeuvred himself behind the rioting crowd next to Wasp, the winged Avenger.

Currently, she was her normal human size, with her dark black hair tied back. Her wings had also disappeared as soon as she assumed human size. Most of the bad guys assumed she was almost no threat compared to the likes of Iron Man or Captain America, that her only powers were the ability to shrink, grow wings and fire energy blasts. But Peter knew better, he had seen her grow to a size that rivalled anything Goliath or Giant-man could._ When it comes to super-heroines, don't mess with them if you want to live. Period. _That fact was backed up by figures such as Ms Marvel, Invisible Woman and She-hulk, all of whom could crush Peter in an instant.

"Got something," Wasp said as she gazed through a pair of binoculars she had brought with her. "Ten o'clock by Pappa John's Pizza." She handed him the binoculars so that he could see for himself. Right where she had indicated stood a six-foot tall man with long greasy hair, and greyish silver body armour.

"I recognize him," Said Peter as three more figures entered his view. One of them had sleeked back his silver hair, another had fuel tanks on his back. The third newcomer was being held between the two, and looked like he had been beaten badly. "He was one of the guys who attacked Iron Man. Same with two of his buddies. But the third guy between them is new."

"Got it," Wasp replied as she pressed her communicator device. "Tony, we've got eyes on what looks like five mutants by the Pizza place. Orders?"

"Wasp, go in quiet. Spider-man, cover her and intervene only if necessary. And take the comm." Was the reply Peter faintly heard over the communicator. "Call for backup if you need it."

"On it," Wasp replied. "I'm to go in.." she began to repeat.

"I heard," Peter replied as he accepted the device. "Enhanced hearing, remember?"

"Right," she said seconds before shrinking down and growing wings out of nowhere. She then proceeded to zip out of sight, becoming the size of a faint speck of dust. He did his best to follow her, while remaining undercover of the buildings. He guessed that he had arrived after wasp, but there was no way to confirm. All he could do was sit and wait, attuning his senses to survey the area. Which worked to his advantage, as he heard faint voices coming from a block away. He crawled slowly to go investigate and found three more people taking cover behind a garbage bin. But Peter could tell that these weren't ordinary people, as they where wearing somewhat outlandish clothing.

"Where's beta team?" asked one of them. She was wearing the least odd clothing, with purple leather making up most of her outfit. Her most striking feature was her shoulder-length purple hair. "We're gonna need them to take out the Acolytes."

"They should be here any moment now, Psylocke." Said the only man among the three. He wore a dark blue outfit that covered his entire body except for his face. His eyes where covered by some sort of visor.

"They're probably late because Sprite went and made out with _him_ again." The second woman chuckled. She was African-American, and wore a skintight black out fit with a cape that had yellow trim. Her hair was completely white, and she spoke with a quiet strength.

"You know she hates that name Storm," said the man. "Besides, that names more suited for Megan anyway."

"So it's true?" Psylocke asked the one called Storm. "She really did go and..."

"She did, according to what Megan said." Storm replied quickly. From his vantage point, Peter also saw a little smirk on the corners of her mouth.

"Damn," Psylocke replied. "She's lucky. Give me five minutes alone with him and I'd..."

"As much as I admire her taste in men," the man interrupted as he shifted his legs, presumably to get more comfortable. "She could have picked a better time. Like not when she's supposed to be investigating him to see if he's one of us!" he hissed quietly.

"Go easy on her, Cyclops," said Storm. "Anybody's better than her last boyfriend was."

"Yeah well," said Psylocke, "according to what Megan says, she's also gotten pretty close to that photographer kid. That'll be interesting if they ever all meet at the same time. Plus frosty the snowman, just for kicks. That'll be a laugh."

"And you wonder why they wanted to strike out on there own?" Cyclops whispered. "Give them a little respect, huh?"

"Well I know why Sprite wanted to go," Psylocke smirked. She looked like she was about to say more, but was interrupted by the arrival of four newcomers. Newcomers going by the names of Iceman, Pixie, Rogue and Shadowcat. _Damn it! _he cursed silently, _looks like I found some more of these elusive X-__men_.

"What took you so long?" Cyclops hissed.

"The place is buzzing with Purifiers," Pixie replied as she nestled into place beside Storm and Psylocke. Rogue and Iceman crouched next to Cyclops while Kitty stood on lookout a few feet away. "We didn't want to get caught, so we went the long way around."

"Well while you were being cautious, Wolverine got himself caught by Quicksilver and Pyro. So we're down our heaviest hitter." Cyclops snapped.

"Actually that's me," Rogue smirked, receiving a look that could kill from Storm. "What?" she asked innocently. It was at that point that Peter remembered what he was supposed to be doing.

"I've got eyes on six additional mutants. Non-hostile." He whispered into the communicator. "Want me to go in? I know two of them." Seconds ticked by as he waited for the answer.

"We're sending Ms Marvel and Hawkeye in. Keep an eye on..." Stark was cut off by an explosion coming from the street. _Again...Dam it!_He thought as he swung over to the sight of the explosion. He nearly hurled when he saw that it was the Quinjet that had exploded. People ran around screaming in panic as fires erupted around them.

_KA-THUNK! _Went Iron Man as he landed next to Peter. He had Hawkeye draped over his shoulder. Hawkeye sported a nasty cut on his forehead, and was unconscious. Ms Marvel, who was still in the air, had half her mask blown off, and her bodysuit was torn in several places. A man wearing a long coat ran towards them, causing Peter's spider-sense to blare as he saw the bomb strapped to the man's chest.

Acting on pure instinct, Peter sent the man flying back with a mighty kick. The blow did enough damage to the bomb that it didn't go off, but their hands were still full. The ground shook beneath Peter's feet as the rioting crowd began to stampede in one direction.

"_LET'S PURIFY THEM!" _was the unanimous chant that echoed through the street. Peter saw clubs and knives being drawn from coats and bags as he saw their intended destination. The same alley in which the X-men had been hiding.

"Tony!" Peter shouted as he tore off after the rioters.

"We've got our hands full here!" Stark shouted back. "Get your ass back here and help!"

"They need some to!" Peter shouted as he leaped high into the air. He landed hard and rolled, coming up on the spot where he had just been.

"There on to us!" he heard a girl shriek as he bounded over a vent.

"Pixie, teleport! Now!" The man called Cyclops shouted as Peter reached the edge of the roof, and saw the rioters close in on the collected mutants from both sides.

"Masks on!" someone shouted as they threw a can into the improvised no-man's land. Greenish smoke started to pour from the can, obscuring his vision of the events below. Knowing his responsibility, he leaped into the thick of the smoke, right in the path of the charging rioters. Chaos ensued.

"PURIFY THEM!" He heard as he punched someone in the face. He didn't know who, as the smoke was actually tear gas, and was blinding him.

"BASH HIS HEAD IN!" someone shouted as Peter was struck from behind. His spider-sense was of no use to him, as threats where coming from all around.

"SCOTT!" Peter ducked underneath a pink beam of energy and swept the legs out from someone to his left.

"BRADDOCK! PRYDE! DRAKE! GWY...OH!" Something bright red hit Peter in the chest, sending him flying back into the wall. The pain was nearly unbearable as he stood once more and re-entered the fray.

"GRAB THE BITCH!" Rang next to Peter's ear as he fired a web-bullet, covering someone's eyes.

"AAAAHHHHHHHHH!" He distinctly heard Kitty scream. She was close by, and that thought gave him strength enough to take two rioters out with a sweeping kick, and to place a spider-tracer on the three nearest bodies he could find. "SCOTT!" She shouted again as an arm brushed against his shoulder. The smoke was beginning to clear, and the rioters knew they had lost a tactical advantage and had begun to retreat. With a hostage.

"SHADOWCAT!" Peter shouted as he saw her struggling form disappear with the rioters. He immediately attempted to catch them, but was cut off by an Ice-cold fist slamming into his jaw. Peter retained enough sense to dodge the second and third of Iceman's blows before shouting, "I'm on your side!"

"Prove it asshole!" Psylocke shrieked as a purple energy formed in her hand. The energy then formed into the shape of a sword, which she promptly swung at him. Using a technique that Captain America had taught him long ago, he caught her arm and twisted her into a submissive hold as he thrust out a kick towards Iceman. A second blast of energy hit Peter in the chest, once more sending him into the wall.

"Where is she!" Cyclops shouted as he held a hand up to the side of his visor, looking very menacing.

"Let me go find out!" Peter shouted back. Apparently, that was the wrong answer, as Iceman hit Peter in the gut. From the way he felt, several ribs were now broken, and he felt something trickling down his left arm.

"Stand down!" Peter heard Captain America shout from the alley entrance.

"Back off now!" someone shouted back.

"I SAID STAND DOWN!"

What Peter heard next was a mix between something striking metal, the whine of a repulsor and fire. Something hit him in the head and he blacked out, seeing nothing but stars.


	13. Chapter 13: SNIKT!

Chapter 13:

"You alright webs?" Johnny Storm's disembodied voice asked.

"Huh?" Peter replied as his eyes snapped open. He was in the Avengers Mansion recovery room. All of the other beds where empty except for his own. In fact, the room itself was empty except for himself and Johnny.

"You sure got the shit beat out of you," Johnny smirked as Peter continued to soak in his surroundings. "Luckily me, Cap and Tony got there in time to save your ass from those mutants."

"What?" Peter asked, still in a stupor.

"I guess you got hit harder than I thought." Johnny grinned with a cocky look. "For some reason, you ran into a back street full of armed rioters and three deadly mutant terrorists. One made of Ice, one who shot lasers at me, and a crazy hot chick with purple lightsabers."

"You were there?" Peter asked as he shook off his disorientation. He pulled off the monitoring devices covering his body as Johnny spoke.

"Yep. Got there just in the nick of time, as usual. I managed to get the guy choking you to let go, and bring you here." He put a hand on Peter's shoulder as Peter attempted to rise. "For some reason you kept muttering about a 'kitty' while you where being bandaged up. Did you see a stray cat?"

"No I.." He began as he shrugged off Johnny's arm.

"You should be resting. JARVIS say's you've got five broken ribs and you inhaled a lot of tear gas." Johnny interrupted as he did his best to stop Peter from rising. "Stark, Cap and Ms Marvel are devising a plan to get those muties, so don't worry." Peter finally managed to stand, despite the human torch's attempts to do otherwise. He half stumbled to the door, gaining more balance with every step. Almost everything hurt, but he pressed forward. The Avengers didn't know that Kitty Pryde had been taken hostage by the Purifier gang, but once they did, they could do something about it. The thought gave him strength as he neared the briefing room, where he could hear Captain America, Stark and Ms marvel discussing something.

"...grid search across downtown New York, we should find them." Stark said as he examined a map. _So they do know, _Peter thought as he clutched the door for support. "If we use the Quinjet's..."

"If there's a rescue op, I want in." Peter stammered as he inhaled sharply. Pain seared through the left side of his body. All three occupants of the room turned to face him. Captain America was the first to react, grabbing a hold of Peter before he fell to the ground, and leading him to a chair.

"You really need to rest, son," Captain America said sympathetically. "We'll handle the Brotherhood. We tagged several as they retreated under threat of overwhelming force."

"A nice way of saying the full Avengers roster," Ms Marvel injected indifferently. "What about the Sentinels?" She continued as she faced Stark. "Or the Kaine program?" She added in quietly.

"The first Sentinel order will be done in a week," Stark replied. "And that's without proper testing on each model. So far only the Mastermold's been tested."

"And besides," Peter interrupted as he stood up, clutching Captain America's arm for support. "What good will a fifty foot robot be in a rescue?"

"What rescue? We're all accounted for," said Stark as he looked at Peter questioningly.

"One of the X-men was taken hostage by the..._ung_...rioters," Peter grimaced as pain shot up his torso.

"The who men?" Ms Marvel asked as she exchanged worried glances with Captain America and Stark. "Is there some new team I don't know about or something...?"

"They're news to me," Captain America said, "and I read the paper every day." He paused and looked at Peter before continuing. "Maybe you hit your head harder than we thought.."

"I know what I saw. I know they exist because I've worked with a couple of them from time to time." Peter said with force, "I wouldn't make that up. Ask John, he's met them as well."

"We don't have time," Stark replied as he returned his attention to the monitor. "The Brotherhood cult headed north on..."

"You don't have time for a hostage situation?!" Peter shouted as more pain shot through his body. Less pain than before, but more than enough to cause discomfort. "This is what I meant by you being to busy for the little guy. I..."

"In this case the little guy being a freak of nature?" Stark hissed.

"What?" Peter asked, almost afraid of what he had heard.

"You heard me."

"You mean the hostage."

"No I mean a _freak_ of nature."

"A young woman with a family."

"A _terrorist_."

"With a life to live."

"And lives to take."

"With friends, people who love and care about her."

"Let me make this clear," Stark said sternly as he approached Peter menacingly. "As a part of the Avengers, you are not to get involved in _any _political issues without running them by me, understand? We cannot go against public opinion for one _murderous_ _freak!" _Stark's face was so close to Peter that he could feel the armoured avenger's hot breath against his cheeks.

"I'm used to the public hating me," Peter snapped back, much to Stark's frustration. "But last time I checked, I'm the guy who helps people when they need it." He stared into Stark's face for a few seconds to let those words sink in before turning abruptly and heading for the exit. Unfortunately, Captain America blocked his path.

"You need to calm down son," He said soothingly. "I don't know much about this whole thing, but I do know this." He leaned in closer to Peter, so that only he could hear. "Tony's always right about these things. And sometimes, you need to look at the bigger picture."

"The bigger picture doesn't matter if you lose sight of the smaller one." Peter hissed abruptly before pushing past the patriotic avenger. Down the hall he stumbled, passing several other surprised members of the team. He cast a glance out the window. It was dark._ Now on top of everything else, I'll have some explaining to do. _He thought as he exited the mansion, letting the cool night breeze calm his thoughts. He reached deep into his spider-sense, the part that allowed him to track his custom-built spider-tracers. In the blink of an eye, he knew where all three where.

He used them as an anchoring point for the direction he was travelling. All three where within the same area, the same building, according to his spider-sense. He swung through the iron jungle faster and faster, each web-line propelling him farther and farther until at last he came upon an all-to familiar sight. The Church that he had attended three different funerals for. His parents. His uncle. And Gwen Stacey.

He landed on the Church roof and began to formulate a plan.

_I can't just bust down the door. There's to many of them, not to mention I don't even know if she's in there. This is where the Avengers would have come in handy, they could walk in like they own the...That's it. _He smiled under his torn mask, astounded at his own genius. This was a plan that even Stark wouldn't think of, due to it's simplicity.

He flipped down off the roof, thanking no one for the fact that there where no guards, and made his way to the great doors. Even before he opened them, he could hear the chanting from inside, nd the noise only got louder as the door was opened enough for Peter to enter.

"After a _year_ of planning, preparation and waiting, our labour bears fruit!" Shouted a man standing where the altar had been. He was wearing white body armour, and carried a shotgun in his hands. All around him, people where dressed in similar colours, and carried a variety of weapons. Stuff that wouldn't be allowed on the street if the cops knew about it. "Our master decreed that we cleanse the planet of these vile filth! And who are we to deny his word?"

His tirade was met with a loud cheer as two men came out from the back room, carrying something in a large bag between them.

"And finally, my brothers and sisters, I may say this!" The man continued as a wicked smile crossed his face and he signalled to the two other men. "Let the lord's will be done!" He pulled the bag free, revealing a very battered and bruised Kitty Pryde. Almost immediately, the two guards brought her to her knees in front of the speaker, and she looked up at the man with an expression of disgust.

"You sicken me," she spat up at him, the faintest amount of blood trickling down her cheek. _SMACK! _The butt of the speaker's shotgun hit her squarely in the jaw.

"We've got something special for you, bitch," the man smirked as he signalled to his two lackeys. "Bring me some Purity-foam!" The crowd roared as a small canister was tossed to the speaker. "You wanna know what this does, bitch?" He smiled wickedly as he popped the top of the can open, exposing the spray function. "It burns you," he said, "not us, but you. All of you. Like fire. But the best part is, it can't kill you. We could bathe you in this stuff and you'd live for every second. And you look like you need a bath, freak." He finished as he raised the can, ready to cover Kitty in it. _Now or never._

"Excuse me," he boomed with as much authority as he could muster. All eyes in the room turned to him, even the half-conscious ones that belonged to Kitty Pryde. He gulped and took a few steps forward. "I can't allow you to do that, sir."

"Why not?" the man at the altar shouted challengingly.

"Because," Peter said back. "We need her to find the rest of her kind. So on behalf of the Avengers, I'm placing her in my custody." The purifiers seemed to shrink back in his presence, as if he frightened them. "Mr Stark would like to personally thank you for apprehending this terrorist, but wishes that you refrain from doing so in the future. It might be hazardous for all of those involved." he finished as he stepped up to be face-to-face with the man at the altar. The tension was so thick between Peter and the speaker that someone could swim through it.

"I think you want to remain on our good side," Peter said, with the tiniest hint of a threat. This seemed to snap the man back to his senses.

"Take her," he muttered as his eyes became downcast.

"Thank you," he replied as he swiped the can of Purity-foam out of his hand. "And I'll take this to," he finished as he carefully placed Kitty over his shoulder. He walked out of the building without any resistance from any of the Purifiers.

In no time he was swinging through the maze of skyscrapers, knowing his destination off by heart. But still, he felt as if a clock was ticking, that every second meant some horrible fate was that much closer. Which was why he was so relieved when he set her down on the makeshift table in his improvised lair. Finally free of the weight he had been carrying for half an hour, his legs started to give out on him. He stumbled down onto a box that was nearby in absolute exhaustion. He lazily pulled out his cell phone, to confirm his suspicion that his Aunt would have tried to contact him, and to gain an idea of what time it was.

It was one o'clock in the morning and she had already left five text messages and two voice-mails. _Figures,_ he thought as he focused his attention on the canister he had brought with him from the church. He read the lettering under the label aloud.

"Guaranteed to target only those who posses the X-gene. Will cause the nervous system to send false pain receptor messages to the subject's brain. No-lethal to humans. No recorded effects during animal testing. Do not use while on MGH." _So this is it, _he thought. _My own self administered Am I a Mutant? test._ He turned the can over in his hands as he heard a pile of boxes topple over in the next room.

_Now I gotta deal with bums or druggies!_ He thought as he got to his feet. Then his spider-sense went off, and he rolled to the side with only minor discomfort. Where he had previously been stood a man. The man's clothing was ripped very badly, with his pants staying put by only a few strands. His hair was matted and drenched with sweat, and he bore a pair of mutton chops. He had a grizzly appearance altogether. The man sniffed around for a brief second, before his eyes fell on Kitty's unconscious form. He then took a few steps forward, towards her.

"No!" Peter shouted as he pulled the man back with a web-line, slamming him into a wall. He leaped on top of his opponent and delivered a solid punch to the man's jaw, before being kicked off by a pair of short but powerful legs. _That punch hurt me more than it should have._

"Give her to me!" The man growled fiercely.

"Never," Peter said with a challenging tone as he and the stranger began to circle each other. Tapping into his super-speed, Peter charged forward and rammed his shoulder into the man's chest, before back-flipping to avoid a mighty punch.

"_Now_," The man roared as he spread his arms. _SNIKT! SNIKT!_ Three long metal claws extended from both of the man's fists, giving the man a truly feral look. "Before I gut you, bub."

"I've heard that before," Peter replied as he curled his hands into even tighter fists. "Leave." He snarled.

"Only with her," the man growled as he crouched, in preparation to charge. Like a mad bull, the man rushed forward, giving Peter milliseconds to sidestep and bind the man's legs with webbing. A quick swipe of his claws later, the man was free and on his feet. "I swear to god, If you did _anything _to hurt her, I'll rip out your throat."

"Hurt her?!" Peter roared back. "I'm trying to help her!"

"By saying that you'll turn her over to _Stark_!" The man snarled as he lunged for peter, aiming his claws at Peter's chest. The blow was blocked with a hair's breadth to spare as Peter and the stranger became locked in a battle of strength. Neither of them was willing to give any ground, and they pushed each other to the limits.

"Logan...?" came a faint whisper. One that caused the battle to come to an abrupt end as they both rushed to Kitty's side. "That you...?"

"It's me, Pryde," the man named Logan replied, almost all trace of his brutal nature gone. "I'm getting you out of here, kid." He continued as Kitty began to sit up, facing away from Peter and towards the man.

"The mission..." she said weakly. "what happened to the others...?"

"I don't know," Logan replied as he wrapped an arm around Kitty, giving her support. "Your scent was the first that I caught. Mixed with _his." _He said, placing heavy emphasis on the last word, and glaring at Peter menacingly.

"With who...oh." Kitty said as she glanced around, looking for where Logan had indicated, finally setting eyes on Peter. "I...what...how...?"

"Irrelevant," Logan snapped as he continued to lead Kitty away. "I'm taking you back to Weschester. Tonight."

"The mission!" Kitty snapped back, pushing away from him. She cast a glance in Peter's direction before stepping closer to Logan and whispering "I'm close! Just give me a little more time..."

"Are you going to disobey a direct order from a field commander, Shadowcat?" Logan hissed back. "I never should have let you go out on your own like this. And trust me, it won't be happening again any time soon..." He continued as he tightened his grip on her arm and attempted to force her to follow him.

"Let her go," Peter challenged.

"I don't think so, _Avenger_," Logan snapped as he pulled Kitty to the door. 'She's coming with me."

"Like hell..." Peter began, taking two steps forward, ready to begin fighting again.

"_SPIDER-MAN DON'T!" _Kitty shrieked before she disappeared from sight. "I'll be alright. I'll be fine. Let go of me Logan!" With that, she was gone, and he was left alone.

Quietly, Peter picked up the canister he had brought from the Church and proceeded to leave for himself. The journey home was a quiet one, as his exhausted mind was stretched thin with so many burdens. He could barely see strait enough to slide open his window to enter the house, he was so distracted.

Shaking the stupor off, he looked down at the canister in his hand. _One more thing before I go to bed,_ he thought as he removed both the lid and one of his gloves. Bracing himself, he pressed down on the nozzle, and a white foam poured forth.

Nothing could have prepared him for the intense amount of pain he endured when the white substance touched his bare skin. It felt like his whole body was on fire, like every injury he had ever had all at once. A terrible scream escaped his lips as he fell. First to his knees, then on to his stomach. The pain outlasted his consciousness, and as his eyes drooped closed, he had only realized one of his costly mistakes.


	14. Chapter 14: Parker Problems

Chapter 14:

Rays of sunlight hit his face, bringing him out of his pain-induced sleep. His eyes fluttered open, revealing a barren wooden floor. His whole body ached like it never had before. Which was not surprising, given what he had put it through the past two days. _And sleeping on the floor probably didn't help._ He thought groggily as he stood up.

His heart skipped a beat when he realized that he had not changed before falling asleep. His eyes then fell on the open door. He always closed and locked it at night, ever since he was fifteen. _Careless mistakes like that could lead to...Oh no._ He thought as he searched for the can of Purity-foam he had obtained. It was missing entirely, and the last place he remembered it being was in his hand. He did a wild search around his room after closing his door, in vain hopes of finding it. Nothing. And to make matters worse, his alarm clock read eleven a.m., so he had missed almost half a day. Which was a big deal because it was supposed to be the first day back at school. A quick change of clothing later and he was on his way downstairs, praying that Aunt May had gone out shopping or something.

She hadn't.

She was sitting at the kitchen table, fully dressed and sipping a coffee. The dishes from her breakfast where clearly visible in the sink, waiting to be washed. On the whole, the kitchen seemed to be in order, except for his Aunt's worried expression. She wasn't angry, at least not at him. She looked concerned about something, very concerned. He hadn't seen her look like that since just after Uncle Ben died, when she discovered just how expensive all the bills had become, and that his life insurance wouldn't cover the funeral costs.

"You came home late last night," She remarked, keeping the calm in her voice.

"I'm sorry Aunt may..." he began to say as a cover up. "I was studying and lost track of time."

"I tried calling you." She replied calmly, before taking a sip of her coffee. "You didn't answer your cell phone." It was at that point that he saw what was in front of her. It was the can of Purity-foam. "Care to explain?" She said as she indicated to the canister.

"I...I have to get to school," he gulped as he made his way to the door as quickly as possible. He really wanted to avoid the whole confrontation altogether._ Can I face her when I don't have all the answers?_ A month ago, he had thought he knew every thing about himself, but now he wasn't so sure. _Was that spider-bite just a co-incidence?_

"No," she replied softly as she stood and followed him to the door. "We need to sit down and discuss this as a family."

"I can't" he muttered as she grabbed his arm. "I don't have all the answers."

"Then give me one." Aunt May asked with a sympathetic look upon her face. "Are you one?"

"Maybe," he grunted as he grabbed his backpack and walked out the door. The late autumn wind bit at his skin, but he had faced worse. He soldiered through the streets until he reached the mall. He still had an hour before third period, and he was very hungry.

The mall was not that busy, as the usual droves of teenagers were still in school, save for the occasional few who where playing hooky. The calm atmosphere gave him some space and time to think as he devoured his purchased food.

He'd been the focus of many criticisms over the past few years, namely those of J. Jonah Jameson. But to discover that he was part of a group that was constantly being accused of terrorism was something new to him altogether. The sensation was similar to the one he had experienced when he first started being Spider-man, but to a new extent. This wasn't something he could bottle up inside like a painful memory. He needed a friend to talk to, and he really only had two options open to him. Johnny would be of some comfort, but he had never been subject to the same amount of ridicule, as he had always had the rest of the Fantastic Four to fall back on. _No, the only people I can talk to are Shadowcat and Rogue...Kitty and Marie...what's wrong with me?_ He sunk his head deep into his hands in frustration, wanting to shut himself out from the world.

"Are you sad?"

"Huh?" He replied as he opened his eyes. The speaker was a girl, no older than seven or eight. She had shoulder-length red hair and green eyes to match. To Peter, she reminded him of a much younger Mary-Jane.

"Are you sad?" she repeated as she twirled on the spot. Her whole posture spoke of youthful energy. "You look sad. Why are you sad?" She asked as she stopped moving and looked him directly in the eye.

"I..." he began, not sure of how to continue. "I'm not sad. I'm worried about something."

"Why?" She asked as she batted her eyes questioningly.

"I...I don't know," he replied as a truth donned on him. _Why am I worried?_ He thought, _It's not like I'm a totally different person or anything. I haven't grown extra arms or something. _A small smile crossed his face as he came to a conclusion. The girl smiled along with him, issuing a small giggle.

"Are you Spider-man?" the girl asked, catching him completely off-guard.

"Wha...What makes you think that?" He asked, trying to keep his voice under control, as to not arouse suspicions from the people around him.

"I heard you think," the girl smiled. _I guess she's special too, _he mused as he glanced around to see if anyone else had heard her. If he had learned anything over the past two months, people where ruthless when it came to those who are different. He didn't want to risk someone going after the girl, so he pulled her closer.

"No," he whispered quietly into her ear, "But I do know him, and I know he's like you and me."

"Rachel!" A woman shouted from across from Peter. It was easy for Peter to see that they had a mother-daughter relationship, if the woman's striking red hair was anything to go on. Her voice also contained a hint of a threat aimed at Peter as she crossed the distance towards her daughter, "Don't bother the boy while he's eating!"

"But mommy he's..." Rachel began to say.

"No buts," her other replied sternly before turning to Peter. "She wasn't bothering you, was she?"

"No, no," he replied. "No trouble at all. She seems very...unique."

"You have no Idea," the woman said as she led her daughter away. Once she was sure she was out of normal hearing range, she turned to her daughter and whispered, "You need to be careful, Rachel. What if he was a Purifier?"

"But mommy, he knows Aunty K..." Rachel began to reply.

"Rachel!" she hissed. "What have I told you about doing that in public! I..." their voices trailed off as they walked away. The conversation with the girl had helped him more than expected. He realized that he was both normal and that he needed people to talk to, people who would understand, or try to at least. With that, he stood up with new purpose and started on his way to mid-town high school.

Within half an hour he was walking through the dust halls of his High school again. He smirked as he saw the giant hole in the roof, where Damage control had cut Connors out once he reverted to being human. But he lost his smirk at the sight of armed guards.

"apparently some big-shot's kid goes here," He heard Liz Allen whisper to Flash as he passed them.

"Osborne?" Flash replied.

"Even higher," Liz said. "Works in the government."

"Wow," Flash whispered. Peter picked up similar comments about the incident all the way around the school. It was all people could talk about, even the teachers.

"The Dean says to keep our eyes open for any muties," Mr Duffern said to one of the janitors. "We can't be to careful."

"Why would anyone target this school?" the janitor, Stan replied as he continued to sweep the floor.

"Harry Osborne's son goes here. Parker's got an inside scoop on the government's leading weapons manufacturer. William Stryker has..." Peter didn't hear the last part of the conversation, as someone spoke directly into his ear.

"Hey Mr big-shot I'm gonna go work for Stark industries," M.J whispered as he turned around. "Why haven't I seen you until now?" She smirked.

"I was uh...sick this morning. Figured It would be best to wait until I felt better." He strait-up lied to her.

"You where probably sick because you haven't been to school in a week," M.J mused as her grin widened. "Or you were scared that the big, bad mutant bad guys would catch you." His lip twitched a little, but M.J remained oblivious as she continued, "I'll protect you. Now hurry up and we can get to the assembly and get good seats."

"What assembly?" He asked, dumbfounded.

"Right, you just got here," M.J mused as she started to pull him down the hall. "The principal made an announcement this morning, saying it was mandatory and had something to do with last week."

"Oh," Peter replied. _Gonna be some anti-mutant shit-storm. _"I still gotta go to my locker," He said as he escaped her grip. "I'll go, then find you in the gym, alright?" He finished as he ran down the hall. He didn't go to his locker, instead going to look for Kitty. He half-raced through the halls looking for her, bearing no fruit for his labour. He was about to give up his search when he heard a snide comment from Flash Thompson.

"Things get a little rough in bed last night?" Flash snickered.

"Shut it," Peter heard Kitty reply. He whirled around, looking for her. He saw flash first, then Kitty's distinct hair walking in the opposite direction. He quickly changed direction and started to catch up with her.

"Hey," he said quietly. Kitty whirled around with her hand raised as if to strike him.

"Back off jerk!...oh," She said, calming down once she saw that he posed no threat. "Hi," she smiled.

"Hi," he smiled back as his cheeks flushed a little. "Listen... can we talk later?" He asked, lowering his voice into almost a whisper.

"We can talk now," she replied as she brushed a strand of hair out of her face. His heart skipped a beat when he saw her injuries in a better light. She had tried to hide a black eye underneath copious amounts of makeup. Her swollen lip was lathered in lipstick and her hair was parted just enough to cover up the cut on her forehead. "I fell riding my bike last night," she offered lightly.

"Ouch," he said as he re-assured her confidence in her lie. "Nasty. Anyway, I wanted to talk about something more...private."

"OOOOHHHHHH! Parker's gonna ask a girl out!" Flash Thompson snickered loudly as he passed close to them. "And now I owe Kenny some money!"

"And here's not the best place to keep things private." Peter continued as he blushed, "Clearly."

"Clearly," Kitty replied as she returned his smile and blushing. She continued to meddle with her hair as she continued, "I'm free after the assembly if you wanna talk then." She began to turn away, but stopped herself briefly, "There also might be a free spot next to me in the gym."

"We'll see!" He replied as he followed her to the gym.

"I'm glad to see so many faces back in our student body today," the principal, Mr Patton greeted. The stands where only filled to half their usual capacity, as most of the parents had opted to have their children placed at different schools. "I have called all of you together today to discuss what happened last week, and to dispel any rumours."

"Looks like there's no empty seat next to you," Peter smirked as he slid into place next to Kitty.

"Only an empty mind," she smiled back as Mr Patton continued.

"It was devastating to see so many of you caught in such a senseless act of violence. To lose four bright souls who should have lived long lives was truly tragic. Let me first say that the school's councillors will be ready for any of the needs you may have, all you have to do is ask." Mr Patton continued as he pulled a slip of paper out from his jacket. "My first order of business today is to inform you of Dr Connor's termination as a teacher at our school, and the second is to inform you of what the police have in fact confirmed to me." He gulped as Peter saw Kitty twitch out of the corner of his eye.

"You okay?" Peter asked her reassuringly.

"I'm fine" she replied stiffly.

"The chief of police contacted me this morning. He gave me a list of names to in turn give to you. The police believe that these people are responsible for what happened..." Mr Patton said as the sweat built up on his forehead. Peter knew what was coming before it happened. "A list of mutants who go to this school."

"Robert Drake. Megan Gwyn. Marie Darkholm. Katherine Pryde."

With those word, a hail of garbage flew towards where he sat. But it was not aimed at him, but at her. Kitty bolted for the nearest door, followed by the thunder of half the student body. Each and every one of them wanted a piece of her. Peter followed the crowd closely, which was being led by Flash Thompson and the rest of the football team.

"Grab her!" someone shouted from up ahead, "She's heading for the door!" Peter knew that that's where she wouldn't go, so he veered left as soon as he could. Coming around the corner, his theory was confirmed when she ran out of the wall and headed to the back exit. Peter followed her as best he could, bursting out the door seconds after her.


	15. Chapter 15: Pryde

Chapter 15:

The oak door opened with only a slight squeak, revealing a luxurious study within. The walls were lined with a wide array of books that would make any librarian weak at the knees. The room also spoke greatly of it's owner's vast wealth, with ornate carvings on the desk. A masterpiece painting mounted on the adjacent wall, so that the person sitting at the desk would have an enjoyable sight. Unless your name happened to be Katherine Pryde. Then you despised it._ Sure it's fancy and all, but I prefer a more modern look,_ Kitty mused to herself.

"You wanted to see me, Professor?" She asked tentatively, gaining the full attention of the man behind the desk.

"Yes, yes, come in. Have a seat Kitty," Professor Xavier said as he closed the book he had been reading and intertwined his fingers. "Jean tells me you've been struggling in her classes."

"Is that all?" Kitty replied as she slumped down into a chair.

"She says you've been lazy and distracted lately. You're grades have dropped dramatically in the past few months," Xavier continued sternly. _He certainly can be very father-like,_ she mused. "And that you've even skipped out on a few classes lately." Xavier finished, "Is this true?"

"I dunno," Kitty shrugged as she cast her eyes downward, "maybe I'm just stupid."

"You are many things, Kitty. Stupid is not one of them," Xavier replied as he moved his wheelchair out from behind his desk and to her side. "I think there is more to this issue than meets the eye."

"You already know," Kitty rebutted, "You've read my mind loads of..."

"You know I consider that to be a breach of personal privacy," Xavier interrupted briskly. "And sometimes, it is better to say things out loud, not for others to understand, but for your own benefit."

"I know what's wrong with me," Kitty said nastily, with excessive amounts of bitterness.

"There is nothing wrong with you," Xavier replied as he placed a hand on her shoulder. "No matter what anyone says, there is nothing wrong with you."

"Tell that to the world," She said bitterly as she folded her arms across her chest.

"One person alone cannot change the way the world turns," said Xavier, "only by convincing others may they hope to start the fires of change. Which brings me to the real reason I asked you here." He said as he leaned over and grabbed a file off of his desk.

"And that is?" Kitty replied.

"To give you an assignment." said Xavier. "And not that kind of assignment. You, Megan, Marie and Robert will be changing schools for a short while."

"What?!" Kitty blurted out loud, "Why?"

"The X-men, and our cause as a whole need public support. We have reached out to some large government parties, but we need a figure whom the people trust," said Xavier. "Enclosed is all the information we have on the person we want you to seek out."

"There's no picture," Kitty remarked as she skimmed over the contents of the folder. "How am I supposed to find him if I don't know what this person looks like?"

"From what Marie tells me, you have plenty pictures of him plastered on your wall." Xavier smirked, "And that you insisted on staying outside all night last time you where in New York to see if you could catch a glimpse of him line-zipping through the streets. I want you to find him, convert him to our cause and see if he is a mutant."

"Web-swinging," Kitty smirked, "On the news, he called it web-swinging."

...

"That's a lot of people," Rogue remarked as all four of them gazed at the sheer number of students. "And we're looking for one guy? In all this?"

"And how to we even know we're looking for a guy?" Megan added in, "for all we know, it could be a girl we need to find."

"Would _you _call yourself Spider-_man_, Pixie?" Bobby said jokingly as he shifted his backpack nervously. They were supposed to be waiting to meet the head of Student's Council, who would then show them to their respective classrooms. Apparently, the Professor's intelligence suggested that Spider-man was still in high-school, confirmed by Rogue's staged mugging the previous night.

It had been a risky choice, but Rogue had volunteered for the position, despite their protests. So she had presented herself in a manner that would attract a certain crowd while Kitty, Megan and Bobby waited nearby. _And it would have worked, if Captain America hadn't shown up. _The senior X-men field commanders had all agreed that it would be a bad Idea to approach the Avengers at this time, and Logan had given them specific orders to stay away from the group.

"Are you the new students that I'm to show around?" asked a red-headed senior as she walked up to them, with a brown haired guy trailing. Obviously her boyfriend.

"I uhh," Kitty began to say, stuttering "Yeah. That's Marie, Megan, Robert and I'm Katherine."

"Okay!" the girl exclaimed, 'My name's Mary-Jane. Our little tour will begin in a few minutes, I just need to see If I can find someone to take you two," she said, pointing to Kitty and Rogue, "because I've got a class to get to myself. Peter! Over here! Peter!" Mary-Jane finished as she jumped up and down on the spot, apparently trying to get the attention of another brown-haired student, who promptly followed her voice to where she stood.

"I've got some fresh meat today!" She said excitedly as she flailed her arms around. _I'm not gonna like her,_ Kitty thought as Mary-Jane gave out introductions, grimacing at the fact that her name was the only one messed up. _This part of the assignment can't be over soon enough_.

...

"So any progress on the Spider-man front?" Jean asked as Kitty walked into the room. While Kitty had been placed in charge of the field portion of the mission, Jean was the mission supervisor. And so far, she was not impressed with their progress.

"A little," Kitty replied as she pulled off her mask. "He say's he's not anti-mutant. Unless the mutant's trying to kill him." She finished sarcastically.

"Funny." Jean remarked, "Spend a little less time going out on dates and maybe you'll make progress."

"It wasn't a date!" Kitty shouted, "I was just..."

"I get it," said Jean. "Believe me, I get it. Just remember, we are leaving sooner or later."

"I know," Kitty muttered as she exited the room, slightly upset by the truth of Jean's words. Having been placed in the Xavier institute at the age of Thirteen, she had never gotten close to anyone outside of her fellow X-men. _Maybe that's what's wrong with me. I just need a life. _

...

"Isn't that the guy Logan mentioned?" Rogue said as she pulled on her tactical outfit. "The one with the spandex?"

"I think so," Kitty replied as she tied her hair back in a ponytail. "And by the way, why did you do that to the Torch last week? That was mean!"

"Not nearly as mean as you are to Parker, sugar," Rogue smirked as she pulled on her mask. Although they had nothing to hide, they realized that they may have already met Spider-man while undercover, and didn't want to risk blowing everything. Which is exactly what they were doing by going head-to-head with a mutant super-villain.

"I'm not being mean to him!" Kitty replied as she pulled on her gloves. "We're just friends."

"I'd _love _to go to a super-boring political rally Peter!" Rogue mimicked with her best impression of her best friend.

"Shut up and let's go wipe out the dinosaurs again."

...

"He _saw_ you without your mask!" Jean shouted angrily.

"It wasn't my fault!" Kitty snapped, "That creep grabbed my mask at the last minute, I didn't have time to do anything." She folded her arms,_ does she really think I'd be that careless!?_

"Did he recognize you?" Jean said as she started pacing.

"I don't think so," Kitty replied as she remembered the events as they played out. "But It's not like I saw his face." Jean's face relaxed somewhat.

"Just be more careful in the future," Jean said as she sat down in one of the chairs.

...

"You _what?!" _Bobby shouted angrily as he shot up from where he had been sitting. He began heaving his chest heavily as he cast his eyes around, looking for support from his fellow X-men.

"Way to go girl!" Rogue smiled as she shot up and hugged Kitty.

"Watch the arm!" Kitty squealed as she was crushed in the hug, and her arm protested in pain.

"Sorry sugar," Rogue said as she let go. "But still, way to go!"

"No," Bobby shouted, "not way to go, she just jeopardized the whole mission! Weeks of careful observation and...and she goes and ruins it in less than a day!"

"Relax, Bobby!" Megan giggled excitedly. "I'd kill for that chance. Where was it? Empire state building at sunset? Bridge overlooking a river?"

"Abandoned warehouse," Kitty muttered with a slight grin. "His secret lair."

"First base!" Rogue squealed as she gave her a high-five.

"You're congratulating her when she could have been taken hostage, killed or raped!" Bobby fumed at Rogue. That was it, she couldn't handle any more. So she exited the room by walking through the wall.

...

"It was devastating to see so many of you caught in such a senseless act of violence. To lose four bright souls who should have lived long lives was truly tragic. Let me first say that the school's councillors will be ready for any of the needs you may have, all you have to do is ask." Mr Patton, the principal continued as he pulled a slip of paper out from his jacket. "My first order of business today is to inform you of Dr Connor's termination as a teacher at our school, and the second is to inform you of what the police have in fact confirmed to me." _Oh god no..._ Kitty thought as a thousand scenarios crossed her mind, none of which ended well for her.

"You okay?" Peter Parker asked from where he sat next to her. His concern gave her a little comfort. He was a nice guy, and deserved better than a freak like her. She felt the tears swell up in her eyes as she realized that she may never meet another normal guy like him again. And that he would never know the real Kitty Pryde.

"I'm fine," she said as she choked back the tears from her voice.

"...The chief of police contacted me this morning. He gave me a list of names to in turn give to you. The police believe that these people are responsible for what happened..." With that, Kitty bolted for the door, kknowing what was to come even before the garbage started to fly. She twisted and turned down the halls as she heard the thunder of pursuers. Using her phasing powers she made her way outside and let the tears flow, crying for her failures. Her failure to be a good X-man. Her failure to track down Spider-man's identity. Her failure to remain undercover. She heard a faint disturbance behind her.

"Go away!" she screamed accusingly as she spun around, ready to punch someone's lights out. Only the person was Peter Parker. _Damnit,_ "Leave me alone, I...I just need a second."

"Take all the time you need." He said softly, "you don't need to tell me things I already know." That got Kitty's undivided attention.

"I..." She sobbed, "what do you mean?" _How does he know? I've been so careful...!_

"I mean that I've known your secret for a while now," Peter continued. Kitty could detect a slight tremor in his voice, a faint trace of fatigue and worry. _Is he...a mutant to?_ _That still doesn't explain how he knows my secret, unless he's a mind-reader like Jean or Professor X._

"How?" Kitty demanded. Peter cast his eyes around nervously, _he hasn't come out yet. "_I mean, how long have you known you where...different?" She finished more soothingly, remembering the words Xavier had used when he had come to her house all those years ago.

"Well," he said, "I've known that I'm different for a while. Just not how different." He said, letting his shoulders droop in relaxation. "But I don't want to say more here. Wait for me here at eleven tonight."

"Just one question," Kitty asked as he motioned to leave, stopping him in his tracks. "Is that the only reason you wanted to talk to be friends, because you knew?"

"I haven't known for very long." Was his reply before he left to go back inside.


	16. Chapter 16: Catalyst

Chapter 16:

He sighed as his house came into view, but that sigh turned into a gulp of fear. A sleek black limousine was parked out front, and the lights were on in the living room. All the relief he had felt with his conversation with Kitty Pryde was erased as he saw the licence plate. _Stark-1. Iron Man. _His quenched his fear and anxiety as he pushed open the door and placed his shouldered bag down by the doorstep and entered the living room.

His suspicions were confirmed by seeing Tony Stark sitting on the couch, dressed in a suit. Standing next to him was Stark's personal bodyguard, Happy Hogan. Aunt May was sitting nervously across from the two men, holding a cup of tea in her shaking hands.

"Peter," Stark said in his usual welcoming tone of voice, standing up as he did so. "We need to talk son."

"Then let's talk," Peter replied coolly, keeping his emotions in check.

"Very well," Stark said, with the corner of his lip twitching as Peter sat next to his Aunt. "I received a call this morning from your Aunt. She told me that you would not be coming in today, due to a condition. You look fine to me."

"Migraine this morning," Peter offered.

"Well that may be," Stark replied. "But curiously something was stolen from an associate of mine. And I happen to know that you where in the area. So I came here, and what do I find?" He motioned to his left, where the can of Purity-foam was. "Care to explain, Mr Parker?"

"Not really," Peter said as he crossed his arms. "I think it's you who needs to do the explaining."

"Excuse me?" Stark said through gritted teeth as Hogan shifted in anticipation of an attack.

"The can." Peter snapped, "was made by Stark industries."

"I make things, Peter." Stark replied coldly, "but I bear no legal responsibility for the way in which they are used."

"And what happened to not getting involved in politics?" Peter said accusingly.

"Not getting involved in any politics that we don't approve of is what I said," Stark smiled. "Public support is the one thing that keeps the Initiative going, and safe from the police storming the mansion."

"So you just sit by on the side and let it happen?" Aunt May said, speaking aloud for the first time since Peter arrived. "You call yourself a champion of the people but yet willingly allow them to commit acts of..."

"Unfortunately, Mrs Parker, I must ask you to remain quiet, else I have you arrested for refusal to comply with Authorities." Stark interrupted her.

"You aren't an Authority," Peter remarked. "You just said yourself that the police could put a stop to you, legally."

"Which they could," Hogan said as he drew a piece of paper from his jacket, also revealing a gun strapped to his side. _Like he's trying to intimidate me_, Peter thought.

"I had a recent meeting with the new president," Stark remarked with a grin. "We discussed some recent issues. Chief of which was the mutant issue." He motioned for Hogan to hand the piece of paper to Peter, which he did. "He agrees, as do I, that more drastic measures must be taken."

"Drastic measures," Peter huffed as he examined the paper he had been handed. "Like genocide?" He said as he looked up and faced Stark head-on.

"You want to talk about Genocide?" Stark fumed as he launched himself to his feet, "Talk to my father. Oh right, you can't. Because he's dead. Murdered. By the very monstrosities you defend at this moment."

"You have no proof!" Peter shouted back.

"I have _plenty_ of proof!" the Armoured Avenger roared. "Monsters like you are the reason I went into weapons..."

"Leave," Aunt May interrupted, with a voice of steel as she gazed up at the billionaire and his armed bodyguard. "I will not have you insult my nephew in my house. Get out. Now. Before I call the police." All three of them looked at her in amazement. Both Stark and Hogan knew they where fighting a lost cause, and obeyed her wishes. As soon as they left, Peter turned to his Aunt.

"Aunt May I..." He began as he re-assumed his place next to her, unsure of how to continue.

"I think you need to leave," She said. At first he did not believe what she had said, but there was no lie behind her aged eyes. They spoke of sorrow, betrayal, pain and grief. "Now, Peter. We need to talk, but later." Downcast, he trudged up to his room and gathered what he would need and left the house without another word.

Hours later, he sat perched on the edge of a skyscraper, looking out on the sunset, marvelling at the way it glistened with the numerous panes of glass, shining like stars. Traffic whizzed by below him, and birds whistled above him. Things seemed calm, unnaturally calm as he waited on his silent vigil.

Soon the sun had set, and the distant roll of thunder could be heard in the distance. The booming waves of noise reminded him of the time he had met the powerful Thunder-god.

"Thine courage surpasses mine own, crawling one!" Thor had boomed, clapping a heavy hand on Peter's shoulder. "Thou could move mountains with your spirit." _Move mountains indeed, _Peter grimaced as he checked the time. Seeing that it was ten-thirty, he shot a line out over the street and swung.

He skimmed across panes of glass, flipped over pipes and ducked under fire-escapes. He drowned his thoughts in his rabid and frenzied run. Finally, he made it to the school.

Just in time to see it surrounded by S.H.I.E.L.D agents.

Quickening his pace, he made a sling-shot around a corner and dived onto the roof. He rolled to his feet and began his run. He leaped over the edge of the roof, revealing a very surprised Kitty Pryde.

"You!" she shouted as she assumed a fighting stance. "How did you find me! And why did you lead them here!"

"I didn't lead them here," he panted. "Now we need to get out..." An explosion cut him off and sent them both to the ground. Reacting instinctively, he grabbed Kitty by the waist and shot into the air. He didn't stop until they reached a nearby roof. Once he set her down, Kitty started to shout.

"What the hell are you doing?" She screamed in a fit. "Leading S.H.I.E.L.D..."

"I'm not leading them," He replied. "S.H.I.E.L.D was sent to catch you."

"And who told them where I was?" She replied angrily, "You?"

"No," he said, "not me. Stark. But you need to get out of here. Now."

"No," she said defiantly, "there's someone coming. Another mutant. They'll tear him apart."

"They'll tear you apart to, if they find you," he shouted back. _Why was she resisting his attempts to help her?_ "I..." He began as his spider-sense blared, and he twitched to the side as an arrow whizzed by. "Hawkeye," he spat as he grabbed Kitty once more and swung, avoiding several more arrows as he did so. _**BOOM!**_ A rocket flew past, setting off a violent explosion that sent Peter to the ground again, nearly knocking him out cold. He staggered to his feet as he heard the sounds of a hellicopter land, and two pairs of feet touch the ground. A quick glance revealed the people to be Hawkeye and Captain America.

"And so he turns out to be as traitorous as his name implies," Hawkeye sneered as he readied his bow and arrow. "Move, and I promise I won't miss."

"you already tried to hit me!" Peter replied tauntingly, "It didn't work out for you so well."

"Who said anything about hitting you?" Hawkeye snarled as he shifted his bow several millimetres. Peter followed his line of sight, and saw that it lead to an unconscious Kitty Pryde. "Move and she gets an arrow through her skull."

"You are under arrest," Captain America said solemnly as he stepped forward. "Hand her over and things will go much easier for you."

"And what about for her?" Peter shouted across the no-mans land, as he pointed to Kitty. "Will things go easier for her?"

"She'll be put in a cage with the others," Hawkeye replied with a grin. "Like the li..." Peter cut him off with a web-bullet to the mouth before he dived to the side and grabbed Kitty. He broke into a run as he heard someone shout "activate Kaine!"

Peter didn't wait around to hear what 'Kaine' was, he just ran through the streets. He ignored the use of webbing and weaved his way through people and cars. If he where in the air, he could be shot out of the sky, but on the ground there where civilians, so not even Hawkeye would shoot. He continued to run, he did not no how long or how far, but he kept pushing onward as Central park came into sight. Desperately needing a respite, he headed for the cover of the trees, setting Kitty down before he keeled over himself. He examined his body, checking for injuries. His costume was torn in several places, and blood gushed from his arm.

"Wha...?" Kitty murmered as she came around.

"Congratulations," he said. "We have just made the country's most wanted list in less than two hours."

"How?" She muttered as she got to her feet.

"Running from S.H.I.E.L.D," he replied. "I estimate we have two minutes before they get us."

"You'd be guessing wrong," Hawkeye shouted from the shadows. "You're out of time."

"Come out now and we won't hurt you," Captain America said with a disembodied voice. "Or we will send someone in after you."

"How about you come and get me yourself?!" Kitty shouted, "I can take you both!"

"I highly doubt that, bitch." Hawkeye jeered, "we are go for Kaine." A moment of silence followed his statement, giving the indication of failure.

"Looks like you are no go for..." Peter said tauntingly, before something huge knocked him over. With a swift kick of his legs, Peter sent the thing flying back several feet, allowing him to get a better look at it. The attacker stood six and a half feet tall, and was very muscular. It wore a S.H.I.E.L.D-issued combat uniform and possessed shoulder-length hair. The teeth where filed to fangs, and claws extended from it's hands. The creature attacked by slamming it's shoulder into Peter, who used it's momentum to send it into a tree.

"Meet Kaine!" Hawkeye shouted as Peter dodged several arrows. "Genetics at perfection!" He finished as Kaine tackled Peter once more. Something sharp dug into his thigh, and he screamed in pain, before kicking the beast off. He rolled to his feet in time to duck under an arrow. Peter dived forward, towards the world's greatest archer, dodging more arrows as he did so, until he landed a punch to the archer's chest.

Something grabbed Peter from behind and tossed him into a tree. Kaine loomed over Peter menacingly, raising it's clawed hand and swiping it across Peter's chest. Regaining his senses, Peter lashed out with one foot and sent Kaine flying. Not pausing, he charged Hawkeye, who had drawn a knife. Peter managed to hit the archer once before being forced to backpedal and avoid the keen knife. Each time the blade came closer to hitting home, and eventually, it slipped into his shoulder. Pain lanced up Peter's arm as he brought Hawkeye to unconsciousness. _WHACK!_ Kaine hit Peter from behind, sending him to his knees.

"_FLAME ON!" _preceded a fireball striking Kaine squarely in the chest as the Human Torch flew past. Peter would have thanked Johnny for the help, but he was cut off by a girl's scream splitting the night. He wheeled around just in time to see Kitty be thrown across the street by Captain America.

"NO!" He screamed as he launched himself at the first avenger, ramming him with his good arm.

"You have heart, Spider-man, I'll give you that." Captain America said solemnly, "this is your last chance."

"Go to hell," Peter replied.

"So be it." Said Captain America as he charged him with his shield. Peter flipped over top and landed a kick to the Captain's back before ducking underneath the shield as it sailed overhead. He was to late to dodge the follow-up punches, and was sent flying back. Snarling, Peter got to his feet and re-engaged him with a flying kick. A kick that was cut short by Kaine slamming into him midair and slicing his triceps.

"Back away, Kaine," Captain America ordered, "He's down for the count." Mustering all the strength he could, Peter kicked the monster away and flipped himself to his feet.

"Not yet," he spat as he tightened his hands into fists.

"You would make an admirable soldier," Captain America remarked as he threw his shield at Peter, who caught it.

"No," Peter grunted, as he threw the shield back, forcing the Captain to roll to the side."apparently I have authority problems."

"A good soldier is someone who fights for a cause," Captain America said as he rushed Peter with a quick series of blows to the chest and face.

"I only fight for causes I believe in!" Peter replied as he caught Captain America in the jaw, and received a heavy blow to the knees in return. Peter felt his gaze begin to fade as Captain America retrieved his shield from where it lay discarded. Peter willed his legs to move, but to no avail. No amount of struggling would save him. As Captain America raised his shield, Peter felt something brush his arm, before the world went black.

_**A/N: Well that's it, He's dead! (kidding!) **_

_**I just want to take this opportunity to thank all the people who have read, favourited and reviewed this story, with shout-outs to dablman2020, shugokage, CollectorZero and Luxraylover! And to ask you: Who's you're favourite character(s) so far? Favourite scene?**_

_**Also, if you like this story, feel free to go check out my new crossover, Spider-man: New World**_


	17. Chapter 17: Laceration of the heart

Chapter 17:

Her eyes fluttered open as pain brought her into consciousness. She lay slumped on the pavement as a towering blue figure advanced towards her. Captain America. The Super-soldier. The man who Wolverine had served with in WWII, and saved her great-grandparents from the death-camps. Had come to kill her. With his round shield in hand, he was a menacing sight.

"NO!" Someone shouted as a red streak struck the Captain from behind. The streak was very familiar, it was Spider-man, the vigilante she was supposed to investigate on behalf of the X-men. But something was wrong with his voice, it didn't sound right. It still sounded like it was familiar, but that it wasn't supposed to come from him. She watched in horror as the two mighty figures fought over her freedom. One tall, strong and ruthless. The other was nimble, inventive and unwavering in the face of overwhelming odds. She was distantly aware of the Human Torch furiously battling a monster of a man nearby, but she was to focused on the events before her.

"...authority problems." a faint voice cried out as the two bodies collided again and again. Each time he was knocked down, Spider-man got up again and fought onwards._ If only I had an ounce of his strength_ she thought weakly as he got up once more.

"A good soldier is someone who fights for a cause!" another voice replied over the intense noise.

"...for causes I believe in!" someone roared.

_**Hold on. We're coming. **_

In her mind, she heard the voice, but she did not register it's origin, she only fought to stay conscious, to stand again. Every fibre of her being strained with the urge to move, but pain washed over her like tidal waves until she collapsed again in agony, this time with company.

_**Stay with us Kitty. **_

Spider-man's wounded form crashed to the ground next to her. His gaze met hers briefly as she looked past his tattered mask and into his eyes. She could make out a crystal blue underneath the blood, sweat dirt and shattered lenses. She could also see the pain he was experiencing, and the drive that suppressed it as he attempted to rise again. It gave her courage enough to look into the eyes or her soon-to-be killer.

"Do your worst." She spat bitterly. The Captain's expression changed. He became solemn as he raised his arm for a fatal strike. _Is that pity? Or regret?_ She thought as she moved her hand to grasp Spider-man's and willed herself and her guardian Spider to become intangible as the metal shield collided with the ground with a _CLANK!_

_**Seconds out Kitty.**_

"FLAME ON!" The Human Torch shouted as he barrelled towards the Avenger, forcing him to duck behind his shield. A wall of fire obstructed Kitty's field of vision from the battle playing out between the Torch and the Captain. But she did not care, as she was finally able to move, albeit with great pain. She crawled over to where Spider-man lay unconscious on the pavement as she heard the whine of an engine. Her hearing returned as well, and a volley of voices battered her.

"What the hell was she thinking!"

"We gotta move!"

"Grab her and let's go!"

"He'll have us followed!"

"Shit!"

"Let's go Shadowcat! Leave him!"

"_No!"_ She shouted out loud as she looked up at her fellow X-men. Someone knelt next to her and took her by the shoulder.

"We need to go," Cyclops said comfortingly. "The other avengers are sure to be on their way."

"Not without them," She cried out, pleading to the X-men's leader.

"We gotta go kid!" Logan shouted hoarsely from the pilot's seat. The other X-men nodded in agreement.

"Kitty..." Cyclops said pleadingly, taking her hand. "We have to..."

"They'll kill him!" Rogue shouted as she smacked Cyclops on the shoulder. "He's hurt to badly to carry by hand. Jean, can you lift him?" Kitty cast her eyes towards Jean, who looked at Cyclops for a second before replying.

"On it," She said as Rogue pulled Kitty away from Spider-man's body, and into a supportive hug. Rogue led Kitty up the ramp of the _Blackbird_ and set her down on one of the seats.

"TORCH!" Rogue shouted outside, "We're pulling out!" Her words were followed by a whoosh of flame and the sound of someone hitting the deck hard. The engines whined as Logan began the takeoff sequence.

"How long until we get him to a hospital?" Johnny demanded, aiming his words at Scott.

"We've got a doctor back home," Jean replied. "He can handle anything. We'll be there in ten."

"He might not have ten!" Johnny shouted as he moved closer to Spider-man. "Look how bad..."

"Sit down punk, before I gut you!" Logan yelled from the pilot's seat. "Why the hell did you let them come aboard Scott?"

"Because he's hurt Logan!" Kitty shouted angrily, cutting the X-men's leader off from his reply as she rose from her seat.

"You're out of line, _Shadowcat!_" Logan growled as he glanced back at her, simultaneously putting the jet through it landing cycle. "I ordered you to go back to base tonight, and you disobeyed me." Their bickering continued for another five minutes, with a back and forth effect.

"Because I was doing what the professor would have wanted!" She shouted as the Mansion came into sight, "Helping another mutant! One of us!"

"And what did that Mutant ever do for you?" Bobby snapped as he lowered the ramp, revealing a tiny crowd of onlooking X-men hopefuls. "Besides nearly getting you killed?!"

"Hank!" Kitty shouted as she saw the hairy beast, "Help him!" She motioned to where Spider-man lay on the ground, still bleeding.

"Out of my way!" Hank McCoy shouted hoarsely as he barrelled into the jet's cabin on all fours, leaning over the prone Spider-man, examining his injuries. "I need a gurney in here now!" He cried, pointing at one of the students.

"No time!" Cyclops replied, "Jean!"

"Got him," Jean said as she focused intensely, lifting Spider-man into the air with her Telepathy. Jean and Hank led the way, with Spider-man's prone form floating between them. Rogue helped Kitty along, bringing up the rear as they tore through the metallic halls on their way to the infirmary. Practically breaking the doors down as they entered, Hank rushed to the nearest table, and started grabbing the necessary equipment. Jean set Spider-man down on the table before rushing to Kitty's side, checking her for injuries.

"Let me take a look," Jean pleaded as Kitty shrank away from her attempts to help.

"I'm fine," Kitty muttered as she slipped past and moved to Hank's side, where he was examining the extent of Spider-man's numerous injuries, looking very worried. "How bad..." Kitty began.

"He's got severe lacerations on almost every part of his body," Hank said worriedly. "Massive blood-loss, his left arm is broken in two places and his right arm is dislocated. His right kneecap seems to be crushed and dislocated. His nose, several fingers and ribs, as well as his jaw seem to be broken. But those are non-life threatening," Hank said as he looked very grimly at the injured hero before him. "These kinds of injuries are what you see in a violent plane crash, or a war-zone."

"Oh my god,"` Rogue murmered as she helped Kitty into a chair, "is he gonna be...can you...?"

"He seems to possess some form of accelerated healing," Hank replied as he grabbed as many bandages as he could with one paw. "Not nearly as powerful as Logan's, but it just might save his life. Someone help me remove his clothing, I need to operate."

"I've got it," Jean replied as she stood up. Spider-man's tattered outfit tore itself away from his body and littered the floor, powered by Jean's telepathy. "Oh my god," Jean said, "it's the kid from the mall. The one Rachel was talking to."

"What? Why?" said Rogue as she moved to Jean's side. "Oh my god, Kitty!" She exclaimed aloud.

"What?" She sobbed, not looking at anything but the floor.

"It's Peter!"

That got her attention. Kitty shot up and moved to examine for herself. Rogue was right, Peter Parker lay before her, bleeding to death. Her lips quivered as she saw his eyes twitch behind bruised lids. His hand clenched reflexively as a sharp scalpel dug into his skin. She could tell he was in unbearable pain.

"He's dreaming," Jean said as she placed a hand on Kitty's shoulder. "You should go see the professor." Kitty nodded silently, there was no way she could sit and watch him suffer. She could barely see as Jean led her through the halls of the X-mansion, until they reached Xavier's study. Jean pushed open the door, revealing three occupants, Xavier, Logan and Johnny Storm, all three of whom where engaged in a heated discussion.

"...should wipe your memory!" Logan shouted, glaring at the Human Torch. "For all we know, you could be a spy."

"SPY!" Johnny shouted as his hair sizzled in anger. "After I covered your asses back there?!"

"I seem to recall you trying to light Psylocke of fire, bub!" Logan growled as he extended one of his claws with a _SNIKT! _

"Yea, _after_ she tried to cut me in half with her purple sword!" Johnny replied with a shout, not backing away from the madman's claws. A moment of intense tension was cut short by a sharp retort from Xavier.

"Enough!" He exclaimed sharply, "both of you. I have already examined Mr Storm's mind, and he bears us no ill will." Xavier continued over Logan's huffing protest, "It is his choice whether he goes or stays. Now I wish to speak with Miss Pryde alone." Everyone but Kitty and Xavier exited the room silently, but reluctantly. Soon, just the two of them remained.

"How are you?" Xavier said calmly, as if they were two old friends meeting for coffee. Kitty didn't say anything, choosing to contain her feelings with silence. "Your friend Mr Parker is is very capable hands," Xavier continued, "I trust Hank with my life, and those of my students."

"How..." She choked.

"It was I who placed Mr Parker in his dream state, in an attempt to block out the pain," Xavier replied sympathetically. "My first intention was to ensure his sanity remained intact, while the other was to ensure he meant no ill will. But I want to discuss _you_."

"There's nothing to discuss," Kitty muttered.

"There is plenty to discuss," said Xavier. "You have been through more in one day than what most people can handle in a lifetime. I can see it in your eyes." Finally, the pain became to much for her.

"Why couldn't he just stay down!" She cried, slamming her fist into the desk.

"Explain," Xavier asked calmly.

"Every time he got knocked down, he got back up!" Kitty cried as fresh tears flowed down her cheeks. "The dumb-ass! Why?! It would have been so much easier for him to accept defeat! If he had, he'd be alright! I..." The rest of her words were lost in a merciless barrage of tears. Kitty couldn't see, but she felt Xavier's arm drape around her shoulder.

"He's in the best care we can give," Xavier cooed softly. "Now I think you need some sleep. Your bed has been prepared for you." She looked up at him as he continued, "I will have Hank or Jean inform you of any changes in his condition."


	18. Chapter 18: X-men

Chapter 18:

The first thing he was consciously aware of was the pain. Unending pain that blanketed every part of his body. It threatened to blot him out, but something held him back, some higher power kept it at bay. He slowly gathered his strength into a cocoon around his consciousness, and began to expand and explore. His senses returned to him one by one.

First he could smell, then he could feel. Then he could hear voices coming from the intense light.

"...could ever judge the boy's loyalties after what he put himself through."

"You do know who you're talking about, right?"

"Very true, Jean. Hand me the clamps."

"Are you sure we shouldn't use anaesthetics?"

"Under normal conditions I would say yes. But not in this case, as the drugs may affect his natural regenerative abilities. Something I don't want to risk."

"Regrettably, I agree," That voice sounded female. Unfamiliar, but younger than most but older than him.

"And they would be useless at this point," said another voice. Male, mid forties. "We're just about done all we can do. I estimate It'll be several days before he regains consciousness. Maybe a week before he regains his usual levels of mobility. It was at that moment that Peter regained his full sight. He saw two figures, a red-headed woman and a blue mass of fur. He lashed out a fist at the woman's chest, knocking her away, and delivering a snap-kick to the furry man.

Peter leaped to the ceiling and clung there, scanning the room for attackers. There where none, so he exited the room as his captors regained their senses. He raced down the metallic hall, veering around corners and through doorways. He took a left and nearly collided with a purple-haired woman.

A quick jab later and he was continuing his mad dash through the halls. He saw an elevator door open and he entered, pausing only to throw the two occupants out before the doors sealed shut. He hurriedly pressed the 'main' button repeatedly in an attempt to make it go faster. Finally, the doors pinged open, revealing a hall covered in lavish decoration that spoke of wealth, in contrast to the bare necessities style of the floors below.

Not stopping to admire the decor, he rushed down the hall, towards the nearest window. He didn't even stop for the window, instead choosing to crash through it. He rolled with great amounts of pain as he hit the concrete on the other side, but he did not break his stride. He came up and scanned the area for possible threats. A man wearing sunglasses was exiting his car, so peter rushed him and pinned him to the side of the vehicle.

"Where am I?" He growled as he placed a hand on the man's throat.

"Westchester..." the man whispered as a commotion erupted behind Peter, who turned just in time to have a fist slam into his face.

"Hands off my brother!" Peter's attacker shouted as he hit Peter again. On the third attempt, Peter blocked the blow and struck back, causing fire to erupt in his shoulder. His opponent took advantage of Peter's momentary distraction to catch him in the jaw.

"Alex, stand down!" an Authoritative voice boomed. The attacker, Alex, paused with his fist raised, ready to strike again. "Havoc!" The voice continued, "stand down!." The sizable crowd that had surrounded Peter and Havoc parted to reveal a man in a wheelchair. The man was bald, and wore sharp business suit.

"And who the hell are you?" Peter said bitterly.

"That's professor X you're talking to ass-hole!" Havoc exclaimed as he raised his fists, which became engulfed in orbs of red energy "show some respect before I make you!"

"Alex!" The man called Xavier said sharply, "go inside. All of you." Reluctantly, the gathered students obeyed as Peter held Xavier's gaze.

"I take it this is the X-men base of operations?" Peter asked as he suddenly realized he had no shirt on. His only covering being hospital pants and bandages.

"No," Xavier replied coolly, "This is a school for mutant children. A place for them to be accepted and trained in the safe use of their powers. The X-men's base of operations is in the multiplex below us. Follow me, please." He finished as he turned his chair around and led Peter up the ramp and back into the building, past the broken window.

"I was told that you would not recover for several more days," Xavier remarked as they continued through the school. "The fact that you are conscious alone is a miracle."

"I'm a fast healer," Peter replied, "I once grew back two fingers overnight."

"My boy, Dr McCoy is going to have a field day with you," Xavier chuckled. "Even while you where under the knife he was pestering you with questions about your unique physiology. He only stopped when we informed him that you could not hear him."

"Dr McCoy," Peter asked as he kept pace with Xavier, "was that the red-head or the blue furry thing?"

"Dr McCoy is the one with the blue fur," Xavier remarked. "But do not let his bestial appearance alarm you, he is quite the pacifist."

"He might not be to me," Peter said as they passed a full classroom. From the brief glance he got of the chalkboard, Peter could see that they where discussing advanced biology. "I did knock the wind out of him." They approached the elevator as it dinged open, with both of Peter's attending doctors inside.

"I am sorry, Professor," McCoy apologized as he rubbed his ribcage. "The boy..."

"Is sorry that he hits so hard," Peter smirked as he gazed at the two, "no hard feelings?"

"Not at all, my dear boy!" McCoy said as he realized Peter was there. "After your ordeal, it would be natural to assume an aggressive mindset when you discovered yourself in an unfamiliar environment. But we simply must discuss your unique physiology at a later date! The ramifications..."

"Yes, Hank, at a later date," Xavier chuckled lightheartedly as he and Peter entered the elevator. "But Mr Parker has other things to attend to at this time."

"How'd you know my name?" Peter asked as the question donned on him. _I didn't tell them..._

_**Well Mr Parker, you did tell me, in a fashion.**_

"What the hell?!" Peter exclaimed as he searched for the source of the voice. _That sounded like it was in..._

_**Your head, Mr Parker,**_ Xavier nodded his head, giving Peter an indication that it was indeed him speaking. **_As a telepath, I possess the ability to communicate with others using my mind alone. I can also examine memories and learn their intent. _**

"And control their actions?" Peter asked as the doors opened.

_**Only if I must,**_ Xavier remarked as he wheeled himself out, prompting Peter to follow. "I designed this facility in the late sixties and early seventies, when mutant-kind became more pronounced to the world." Xavier continued, using his voice this time. "I knew, based on harsh realities, that we would never be accepted by all. So I decided that it would be best to gather in one place, where we may rely on one another for protection. Simultaneously, I gathered and formed the X-men, to be used as a means of resolving inter-mutant disputes."

"Like the one between you and that magneto guy?" Peter asked.

"Exactly," Xavier remarked. "After I built this facility, Erik and I had a falling out. He believed that the best use of the X-men was as a strike-team. We parted ways after that." They entered a large hangar as Xavier continued, "I soon discovered that Erik was partially right, that the X-men had to be capable combatants, so I armed them with the best defensive technologies available. Armour, software, vehicles, training programs..."

"Medical wings," Peter smirked.

"And medical wings, yes." Xavier chuckled as they exited the hangar and re-entered the hall in which the medical wing was housed. "Unfortunately, most of your clothing was destroyed the other night, whether by the battle or our mad rush to save your life..."

"Which I am grateful for," Peter remarked as they passed the operating room. "But I will need some clothes eventually."

"Nah sugar, you're fine," Rogue smiled as she came down the hall in the opposite direction to them. "I can think of a few people who don't mind you as you are. Minus the bandages, of course." She finished before turning to Xavier. "Logan just came back from recon. He says the place is crawling with armed Purifiers."

"Which is what I feared," Xavier muttered as he rubbed his scalp. "The fact that they are so heavily armed with such short notice makes me think there are other players in this game of chess." He considered for a moment before saying, "Rogue, could you show Mr Parker to his room? I'm sure he would like to rest in a comfortable bed tonight."

"Sure professor," Rogue smirked, "He can have mine." She took him by the hand and lead him back the way she had come, twisting down the maze of hallways. "I thought Hank said you'd be out for a day or two more," she remarked as they reached another set of elevators.

"I'm a fast healer," he said for the second time. "How long's he been in a wheelchair?" He asked innocently.

"The prof?" said Rogue, "since before i got here. His accident wasn't that much long after he founded the X-men. He doesn't like to talk about it much, though, so don't mention it."

"Geez, is everything a secret with you people?" he said jokingly.

"Secrets are like currency in here," Rogue smiled as the doors pinged open. "If you don't want anyone to know something, don't even think it, 'cause the telepaths will spill all the beans."

"Just like cheerleaders at a high school?" He snorted as they walked into what Peter guessed was a common area for several students, as a long hallway was to Peter's left, and several couches and chairs to his right.

"Exactly," said Rogue. "Now this is our wing. Maximum ten bodies to a wing, and we've got seven, including you. EVERYONE, GET YOUR ASSES OUT HERE!" She finished with a shout. Within seconds people poured out of their respective rooms. Two guys and two girls. "Meet your new dorm-mates," she said as she pointed to each on in succession. "That girl there's Jubilee, she creates firework-like projectiles from her hands. Beside her is James Mardox, if you are seeing double of him, you aren't going crazy. The darling next to her is Rachel Summers, the youngest person here at the school. And I believe you already met Alex Summers. Or supervisor is Jean Grey, I dunno if you already met her but she's..."

"One of the doctors?" Peter interrupted. "You said there are seven in here, I count six."

"Kitty Pryde," Havok said. "She's probably sulking outside as usual."

"Be nice Summers," Rogue snapped quietly. "Or else I'll report you to your sister-in-law."

"Ohh, I'm so scared..." Havoc grinned, as if challenging her.

"And I'll tell Braddock all about that..." Rogue smiled devilishly, with the confidence that one possesses when they win an argument. She then turned to Peter, "If the bonehead bothers you, just threaten him with Jean. She'll sort him out in no time. Or just ask Rachel for a few of his secrets."

"That's good to know," said Peter, "Anything else I should know?"

"Don't get into any fist fights, no wandering the corridors after eleven, close the door to the bathroom and put up the 'occupied' sign. Classes start at nine, I dunno if you're supposed to go though, Breakfast is at eight, danger room at noon to four. Your room is the second-to-last on the left, between me and Kitty. And whatever you do, don't piss off Logan."


	19. Chapter 19: X-ploration

Chapter 19:

He awoke the next morning feeling completely fresh after a full night's rest, something that hadn't happened in a long time. He stood up from the bed and walked to the mirror with absolutely no pain. In his reflection he could see no bruising whatsoever, so he began pulling off bandages one by one. Both his arms were completely healed, along with his legs. The only mark that remained was a set of four diagonal red lines across his chest. He gingerly touched them,feeling the new skin that had sealed overnight. Ever since getting his Spider-powers, he hadn't received a scar. It reminded him of how close he had come to death. He continued to run his fingers over the marks as he heard a distinctly female voice coming from the other side of the wall.

"Hey Rogue, can I borrow your...AH!" Kitty squealed as she came through the wall, apparently heading for Rogue's room. And she had not expected to see him as he was, wearing only a pair of boxers. Peter grabbed the pants that had been laid out for him and put them on as quickly as he could while Kitty covered her eyes.

"I'm sorry!" she said from behind her covered face, "I thought you where still downstairs. That's what Hank said yesterday..." Even with her hand covering her eyes, Peter could see the telltale signs of flushed red cheeks. He could also see freshly washed hair that gave off a lavender scent. She wore a simple blue t-shirt.

"I'm decent," he said, and she removed her hand from her eyes. He saw her eyes trace across his chest, where the scar remained. Clearly it was bothering her, so he grabbed a shirt and slipped it on. "And how are you today?" He asked, trying to break the tension in the air. She didn't answer as she hurried back through the wall, leaving him perplexed as he walked out of the room himself, and into the common area.

It was completely empty, so he decided to head for the kitchen, wherever it was. Luckily he found a guide.

"Second floor," said Jubilee as she exited her room, fully dressed. "Kitchen's on the second floor. Huge dining room, you can't miss it."

"Thanks," Peter replied as he held the elevator door open for her. As soon as she was inside, he pressed the button to go to his desired floor.

"You're welcome. And you'll definitely need to eat before today's Danger room session. Logan's running it." Jubilee replied with a smirk, "And he won't go easy on you cause you're new. In fact, he might go harder." The door pinged open, revealing a massive crowd of bodies, all sitting and standing around a giant wooden table, eating. Piles of food littered the table, so Peter sat in the only open spot he could see.

"Finally, you're up," said a voice Peter had not expected to hear.

"Johnny?" Peter asked as he turned his head around. There stood the Human Torch, dressed in grey fatigues, just like Peter. "What the hell?"

"I got nowhere else to go," Johnny offered as he took up a seat next to him. "It's not like I could go back to the Baxter building after all that. Reed would personally drag me to S.H.I.E.L.D headquarters. Besides..." He finished as few girls walked past him giggling, and his gaze followed them, "This place isn't so bad..."

"Just as a heads-up sugar," Rogue smiled as she sat across from them, "One of those girls that just walked past is a mind-reader, and another is an Alpha-level Hydro-kinetic."

"A what now?" Johnny asked.

"Hydro-kinetic," Rogue replied.

"_Parlez-vu anglais?*"_ Johnny chuckled as he whispered to Peter, "French, language of love. The ladies always love it, even when they don't understand a word of it."

"_Je peux parler anglais, français, espagnol, allemand, japonais, mandarine, Italien et un peu de l'arabe. C'est une partie de ma puissance absorbante, vous idiot brûlant.__**__" _Rogue said with a devilish smile, leaving Johnny completely dumbfounded.

"I still don't get it," Johnny replied with a perplexed expression, "Does she have a boyfriend?"

"It means," said Peter as Xavier came up to them, "that you just got burned."

"I hate to break up the party," said Xavier with a grin, "But Dr McCoy would like to see Mr Parker downstairs." He finished before pulling away and engaging in another conversation.

"Which reminds me," said Johnny as he mock crossed his arms, "how come you knew my secret Identity all this time and never told me yours?"

"Because you wrote your name in the sky," Peter replied, "along with your phone number and the tag-line, 'if you want a hot date, call me!'"

"You make it sound as if I'm untrustworthy!" Johnny said as he tried to sound shocked, but quickly lost his focus when Kitty walked by. "You know, a guy could get lost in here, I think I need a guide to show me around." He said so the everyone in earshot could hear. The only person who did not laugh was Kitty, which had Peter worried. But he had no time to fret, as he excused himself from the table and headed to where he thought Dr McCoy's lab was. Luckily he was right the first time.

"Mr Parker!" Dr McCoy greeted as Peter entered the room. To anybody who had not seen the thing that Peter had not seen in his career as Spider-man, a man with deep blue fur wearing a lab coat might be to much to take in all at once. But instead, he reminded Peter of Dr Connors first few transformations into the lizard, when he was still small enough for his lab coat.

"You wanted to see me?" Peter asked as he moved to McCoy's side. Displayed on the table was a collection of vials containing a wide variety of fluids in a rainbow of colours. All around him computers beeped and whistled as they analyzed the data that splashed across their screens.

"I did," said McCoy as he set down the file that was in his hands. "I collected a sample of your blood the other day, to run it against all servers I could in case we had to..."

"I get it," Peter replied. "And?"

"I analyzed it's structure, and came up with some rather curious results." McCoy continued as he paced the room, Forcing Peter to follow. Not an easy thing for most people, "I have watched several of your live interviews, and several times you mention getting bitten by a genetically-altered spider as your origin story. But you DNA profile suggests otherwise."

"Meaning?" Peter asked.

"My boy, you belong here. You possess what we call the X-gene." McCoy said as he placed his hand on Peter's shoulder, "I know that this can sometimes be hard to accept but.."

"I've known for a little over a week," Peter replied honestly. "It's been nagging me ever since I started my career because the evidence was there. Bitten by genetically-altered spider, develop powers over the next week seemed like a solid co-incidence."

"It does," McCoy chuckled, "What informed you of the reality?"

"Same day I rescued Kitty from those guys," said Peter as he allowed his gaze to wander around the laboratory. "I obtained one of their weapons from them. It said it hurt only those with the X-gene, and I got a little on myself. Hurt like hell."

"There is no doubt about that," said the voice of Megan Gwyn as she entered the room dressed in her X-uniform. She also sported a pair of pink wings on her back. "Sorry Beast, but the Professor called an emergency danger room session, and he wants him for beta team."

"Take him," McCoy chuckled as he waved Peter away, "I did not require the amount of time I initially thought I would require with Mr Parker."

"Well it was nice having a chat while we are both conscious," Peter chuckled as he followed Megan out of the room. Once he was sure he out of earshot of the laboratory, he piped up, "has he always been fuzzy?"

"No," Megan replied as they continued down the hall. "His mutation is progressive. It started off with things like animal eyesight, hearing and smell. Then came strength and speed. Then claws and teeth followed by fur. He's what we call a gamma mutant."

"A what?" Peter asked as they entered another hall.

"There are several 'classes' of mutant. Alpha's are powerful and have no physical marks. They usually control some form of energy, like fire or electricity. Beta's are as powerful or almost as powerful with a varying level of physical flaws. Gamma's are less powerful, and usually possess major flaws that set them apart from the rest of the world. But one's classification does not effect the usage and effectiveness of their powers." Megan replied as they entered a large equipment room. Sleek black bodysuits lined the wall to Peter's left, while several rows of headsets and wrist consoles covered his right. In the centre of the room was a large table. Completing the visual intake where the four other people standing around said table. Rogue, Iceman, Jubilee and Kitty all centred themselves around a map. All four of them wore their combat outfits.

"Good, Hank didn't preform any weird experiments on you," said Rogue as she looked up from the table. "Prof says that as long as you're here, you should participate in danger room sessions. Seeing as we're short handed, you work with us, Beta Team."

"Beta team?" Peter asked as he continued to examine the equipment around him with awe.

"Yeah," said Jubilee as she motioned to the people around her, "us. Senior students are put into teams for training purposes, and for deployment on missions and stuff."

"I don't get it," Iceman snorted, "most have to wait at least a year before getting on a team. Why should he be any different?"

"Because, frosty," said Rogue as she pulled a bodysuit off the wall and handed it to Peter. "He's got as much field experience as any of us, if not more. Go put this on, sugar and we'll get started." He obliged, rounding a corner to avoid the embarrassment of stripping in front of them. But while he was still out of sight, he could still hear everything.

"I don't care what the professor says, he's untested."

"And this is a perfect way for him to be tested, Bobby."

"Not like this. Put him on Epsilon."

"We all know he's way above their league. Hell, he might be above ours."

"I just hope he knows how to take an order. I'm still in command during training."

"Still upset that the prof made you second-in-command for New York, Bobby?"

"Shut up, Jubilee." Was all he heard before he was finished and rounded the corner again, bringing them all into view. From the looks on their faces, Peter could see that there where some emotions running high. He was in a field of emotional landmines.

"So we're facing Delta, and they're sure to field Cannonball and Warren up high, while Amara and Havok cover the ground. That leaves Wolfsbane and Tabitha to guard the flag, as we're on the offensive today." Iceman inhaled as he examined the map. "The cityscape setting gives them the advantage over us, with two fliers to our one. Our best bet is to go one-on-one with each and then converge on the flag. Pixe takes Warren, Jubilee take Tabitha, Rogue handles Wolfsbane, Shadowcat takes Amara, I'll handle Cannonball and Havok. Understood?"

"And me?" Peter asked.

"Don't get in my way," Iceman snapped as e moved to the door labelled 'Danger Room.' The door opened and a skyline resembling New York was revealed._ This is gonna be fun,_ Peter thought as everyone dispersed from sight.

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*Do you speak English?

**I can speak English, French, Spanish, German, Japanese, Mandarin, Italian and a little bit of Arabic. It's a portion of my absorbing power, you burning idiot.


	20. Chapter 20: X-amination

Chapter 20:

He ducked and slid into cover behind a simulated dumpster. He should have expected this, _Three days ago I was seen with the likes of Tony Stark._ The mixed reaction from the X-men was not out of place, given all they had experienced at the merciless hands of the world. He hadn't even had a proper chance to talk with Kitty yet, which most would consider a priority. Something struck the ground beside him hard. Turning his head, he saw that it was Megan Gwyn. With lightning speed, he pulled her into cover. As a shadow moved over-top of them.

"What was he thinking," Megan spat, "putting me against Warren? And Jubilee against Tabitha, we're getting torn to pieces!"

"Then what do you suggest?" Peter asked as the shadow passed over them again. "Tag-team bird-boy?"

"You might be on to something," Megan replied as she cast her eyes around, looking for an advantage. "But you can't fly. How would you help?"

"Easy," said Peter as he looked upwards at the side of the building. "Lure him in here. I'll hide up there and get the jump on him when he passes."

Pausing only to wipe the sweat off her brow, Pixie replied, "sounds like a plan." Seconds later, she took off into the sky as Peter began scaling the wall, which certainly felt real, even though it was fake. He didn't have time to explore the photo-realism, as he could already see the two figures zooming towards him at high speeds, one a pink streak and the other a white streak. _Three...two...one!_ He leaped off the side of the building, with perfect timing as he slammed into the white streak that Peter assumed was Warren. The added weight seemed to be to much for the pair of feathered wings, as Warren began to drop rapidly towards the simulated pavement below. At the last second, Peter leaped away, avoiding a mighty crash.

"That was easy," said Megan as she gingerly lowered herself to the ground. "While I was up there I saw Jubilee and Kitty being pinned by Tabitha and Havok on a rooftop."

"Then we'd best get up there. Which way?" He asked.

"I'll how you!" She replied ass she burst forward, grabbing him by the waist and hauling him into the air. The wind rushed at his face in a manner similar to what he experienced during Web-swinging. But his view was much more steady than when he zipped through the air, and he was easily able to spot a light-show of a confrontation. A myriad of fireworks erupted from the hands of several combatants as each twisted and dodged their enemies blasts. It was a deadlocked fight, neither side was really winning. Which worked to Peter's advantage.

"Drop me and go for the flag!" He shouted over the rush of simulated wind. He felt her arms loosen and let him go as he rushed towards the dazzling display. He tucked his legs and hit the ground with a roll coming up just in time to avoid a beam of destructive energy. Not breaking his stride, he rushed the source of the energy beam, Havok, and pinned him to the ground. His opponent struggled, but to no avail, as Peter's arms where bands of steel.

"_Session Over."_ A cool female voice spoke from unseen loudspeakers as the scenery disappeared from around them. Peter cast his eyes around the room that was now cylindrical in circumference and had a domed roof. With one hand he helped Havok to his feet as a fuming Iceman approached.

"Who pulled the plug?" Iceman growled threateningly.

"I did," Megan chirped as she lowered herself to the ground, holding a bright blue flag in her hands.

"And who gave you permission?" He fumed as he snatched the flag out of her hands rather roughly. "I'm in charge of the team, it should have been me."

"Chill out, Bobby," Jubilee smirked as she assumed a spot beside Megan. "We won, that's the important thing."

"We won because you disobeyed an order," Iceman snapped briskly.

"She didn't disobey anyone," Peter offered in a peace-making way. "She made a sound tactical decision based on a suggestion from me."

"So it's your fault?" Iceman snorted as he approached Peter, coming to a stop inches from his face. So close that Peter could actually feel the cold emanating from his body. "You, the newbie. Think you know better than..."

"Bobby!" Kitty interrupted fiercely.

"Don't you defend him, _Shadowcat._ I don't have to trust him because you two got all cozy..." He began to tirade as a crowd of trainees gathered around.

"_Fuck you!" _Kitty shouted before she stormed off, through the crowd. Peter tore after her, although he didn't have the advantage of being able to walk through walls and people, so he had to veer around any obstacle in his path. He followed her for a good two minutes before she entered a room with a label above the door that read 'workout/training'. He arrived just in time to see her begin to wail on a punching bag.

Her body became entwined in a rapid series of punches, kicks and spins. Each movement was more complicated than the last, way beyond what most police knew how. It was a perfect blend of the strength and power of martial arts, and the grace and beauty of ballet. A particularly powerful kick broke the chain holding the bag in the place, causing it to fly through the air.

He became transfixed by the sheer sight before him. All of the grace, power and frustration being displayed was awe-inspiring. But his hesitation cost him his isolation.

"What!?" Kitty snapped at him as she grabbed another heavy-bag from a rack and replaced it.

"Looks like that bag has a mean left hook," He smirked weakly, breaking the ice between them.

"Pfft, I had him beat," she smirked back before returning her attention to the bag before her.

"Him and all his punching-bag buddies," Peter replied over the smacking sound of flesh colliding with leather. "A few more minutes of that and you'll have green skin."

"Just letting off a little steam," she said as she made her way to a nearby weight bench and sat down. "Been a little rough recently."

"Tell me about it," he said as he took a place beside her, on an adjacent piece of equipment. He cast a supportive glance her way, and she sighed.

"Well where should I start?" she began as she swept a hand through her sweat-drenched hair. "How about finding out I've been hanging around Spider-man's secret identity for two months and not knowing when it's my job to know?"

"That sounds like a good place to start," he smiled as he set his jaw into his hand. "If it makes you feel any better, I once went running around New York with two people who would later join me on the country's most wanted list." They both glanced at each other for a brief minute before bursting out in tears of laughter. "You know," he continued after his laughter fit subsided, "I almost ripped my mask off after that crazy guy pulled yours off."

"The guy with the Katana's?" she asked.

"Yeah, him." he said, "But you ran away to fast."

"It was you who ran," said Kitty as she flipped her hair back, revealing a cute smile, "as I recall."

"Fine. We both ran." He replied as blood rushed to his face. _But not from the same things, _he thought to himself, inclining his head in regret. In all the excitement of the last two days, he had forgotten all about the one person he was supposed to protect above all else. He'd sworn to himself when Uncle Ben died that he would move heaven and earth for Aunt May. His change in mental state was must have had physical expression, as it was evidently picked up by Kitty.

"You okay?" she asked intently, placing a hand on his shoulder. He sighed, completely tired of lying to people. So he decided to be honest for a change.

"No," he replied as he felt his shoulders sink. "I'm not. I just got on the country's most wanted list, I nearly died and to top it all off I have done so without talking to the person who raised me since I admitted to her that I'm a mutant." He finished with crushing his hand in his palm, "after swearing to protect her." Guilt washed over him in waves as reality caught up with him.

"Most of us here don't have anybody," Kitty offered up as she patted his shoulder. "Runaways and rejects. Parents become ashamed and..." Her voice began to trail off as Peter caught the first sign of painful memories. He had a vast wealth of them, after all. "Some of us haven't seen them since we got here," she finished softly.

"I'm sorry," he said as he placed a hand on her shoulder in support.

"I thought it was me supposed to be supporting you," Kitty smirked weakly.

"I'll make due," he said as he allowed his eyes to wander, in order to avoid a awkward situation. "I've had to for a while."

"Something you shouldn't have to do," Kitty replied. "People here like to help when they can. They teach you stuff, sciences, languages, martial arts. Though you don't need the last one."

"I'd love to have had someone to teach me all that when I started out," he said with honesty. "I'd be unstoppable with those crazy mad ninja skills of yours."

"You're kidding right?" Kitty replied as she looked at him oddly, "cause I've seen you. You've got skills."

"That stuff?" he smirked, "video games. Lots and lots of video games."

"Well then, Mr Spider-man," said Kitty as a devilish smile crossed her face and she stood up. "Allow me to become your _Sensei_. After all, crazy mad ninja skills are a must for any X-man hopeful." She grabbed his hand and led him to the centre of the room, where a large wrestling mat had been laid out. Standing three paces from him, she continued, "The first lesson your sensei will teach you is to never let your guard down." She twisted her body in a perfect manner, delivering a powerful spinning kick, aiming for the side of his head. Her foot was stopped by his hand being brought up at lightning speed in a deft block.

"Got it," he smirked as she spun in the opposite direction, sweeping her other foot down low in an attempt to trip him. He somersaulted over top of her, landing behind as she lashed out with a back-fist, which he blocked.

"Lesson two is be prepared for the unexpected," She smiled as she disappeared into the floor. He easily guessed her tactic, and flipped himself to safety, avoiding the mighty snap kick that followed her coming out of the ground behind where he had been. He returned the favour with a roundhouse kick, slowed down enough for her to anticipate and phase through.

"Understood," he smiled.

"Lesson three," she replied with a grin, "don't hold back." She jabbed out with her fist, and he responded by catching the blow. She twisted her body so that she brushed up against his, then pulled him into the floor. His disorientation lasted for a brief second once he felt himself pulled out of the floor. His distraction was enough for Kitty to pin him to the ground, using her body as leverage. He pushed upwards playfully, but she remained rooted on the spot.

The grin on Kitty's face grew as she said, "Density can shift two ways." _That makes sense,_ he thought.

"Bet staying that way takes concentration." He replied with an equally large grin. "Bulletproof?"

"Yep," she smiled. He lashed out a hand that swept her left arm from under her. Her whole body then collapsed at the last minute on top of him. Thankfully, her weight did not increase with her density, as she landed on top of him. Acting quickly, he spun himself on top of her, pining her body with his in a complete role-reversal.

"But no increase in strength," he remarked, much to her enjoyment. He watched as she struggled to escape his grasp, as he held her arms in place. "Can't phase out?"

"You become phased with me," she replied with a huff of defeat. "Anything that's touching me becomes phased with me. Clothes, people, etc. Even a car once. Now can you let me go?"

"Only if you ask nicely," he whispered into her ear. The feeling of her hot breath on his skin sent a tingle down his spine as he drew his face away from hers. Her radiant smile lit up the room as a cough came from behind both of them.

"Ahem," said Dr Grey from where she stood near the entrance. "Professor Xavier would like to see the two of you in his study." Her stern tone of voice betrayed her hearty smile as she turned away from them.

"I guess the lesson's over," Peter remarked as he let Kitty up. Together, they shared a hearty laughing bout as he followed her to Xavier's luxurious study. Located in one of the hallways that was an offshoot of the main dining hall, it rivalled any luxurious collection Peter had ever seen. Rare books lined three of the walls, and elaborate paintings hung above them. A great oak desk sat in the centre of the room, and behind it was Xavier himself.

"Good afternoon," Xavier chuckled as he set down the book he had been reading. "I trust you found this morning's exercise suitable, Mr Parker?"

"It certainly was different," Peter remarked, not wanting to share his opinion on his assigned team leader. "I've never played a game of capture the flag like that."

"And you find your quarters suitable?" Xavier asked.

"Of course." He said, before lowering his voice to a whisper, "Even when people just walk through the wall whenever they want."

"Shut up," Kitty half smirked.

"Well, Mr Parker," Said Xavier as Peter caught sight of a glimmer in his eye. "It has been brought to my attention that certain parties may attempt to get at us through you. And they will get to you by going for your family." Peter's heart sank, he should have thought of that.

"I have to go," He stated clearly as he turned to leave.

"Yes, and you will be going in our jet." Xavier said as he cleared his throat. "Dr Grey, Mr Summers and Miss Pryde will be joining you. The journey should be much more expedient and comfortable for you that way. I promise you, she will be safe here."

"And why would you do that?" Peter asked him.

"Simple. You protected my family, so I will help you protect yours in the best way possible. The Jet should be ready in half an hour." Xavier said plainly, "It should be more comfortable than the last time you where on board."


	21. Chapter 21: Blood Brothers

Chapter 21:

_**A/N: contains mild blood and gore**_

...

_**and the fastball special**_

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"You two go on ahead. Scott and I will keep our distance on the _Blackbird_ while you travel on foot." Those where the last words Dr Grey had spoken to the two of them before they departed on foot. That had been an hour ago, and they were still quite a distance from Queens.

"Another four hours or so, I think." Peter remarked as they past by the charred remains of the building in which they had first met. "I don't think I've walked for this long in a while."

"Shut up," Kitty muttered as they both scanned the area for cameras. During the flight, all four of them had agreed that travelling in costume would be dangerous, as it made them more noticeable. Scott had even attempted to persuade Peter to stay in the jet while he and Jean retrieved his Aunt, but his argument quickly fell apart in light of the fact that Aunt May would be unlikely to trust them. "I'll tell..." they both tensed as a police cruiser pulled up beside them, but they kept walking. Luckily the officer was just writing a ticket for an illegally parked car. They continued to walk as the sun sailed over top, and began it's slow sink into the west.

"How much farther to your place?" She asked.

"Let's see," he said as he checked around, looking at the nearby buildings. "Twenty minutes by swinging, an hour if we go through the sewer. That makes it about...and hour and a half on street-level."

"Wow," Kitty smirked as they continued to walk, "all that and brains to. By the way, what time is it?"

"Five-thirty," he replied after checking his watch, "why?"

"No wonder I'm starving. I haven't eaten since breakfast!" Kitty exclaimed as she gazed longingly at a pizza parlour across the street.

"Then imagine how I feel," He grunted in an attempt to ignore his own hunger. "You don't metabolize at six times the rate of a normal human being."

"What?" Kitty asked, the surprise clear in her voice, "how? Why?"

"Increased energy needs," Peter replied as they rounded a corner. "My body moves faster and is capable of more work output, so it needs more energy. Kind of like a sports-car compared to a pickup truck."

"Then let's get something to eat! It's a perfect excuse for me!" she laughed as she shirked around a large group of teenagers. "Give Scott a call, tell him we're taking a detour."

"You call," he mused as he gave her a slight tap on the shoulder.

"No phone," she replied.

"You had one last month," he said.

"Borrowed. I have trouble with portable electronics, cause every time I use my..." She paused as another group of people passed close by. "...gifts, they short out if they go through anything. Really inconvenient to keep replacing them."

"And you're a hacker chick?" He said jokingly.

"Yeah, Go figure," She replied as they continued on their way. Before he knew it, they were within sight of his house. He let out a sigh of relief as they edged closer to the edge of the property. And that's when it happened. A loud _whooshing_ sound alerted him to a foreboding presence even more than his blaring spider-sense.

With a mighty _KA-THUNK! _Iron Man landed in front of the both of them. The sun cast a eerie glow over the armoured avenger as he took a step forward.

"Well, well, well," Stark snorted as he lifted a repulsor, pointing it at the two of them. "What do we have here? Two wanted terrorists out in broad daylight."

"And a cowardly rat who makes play of being a hero," Kitty snapped viciously towards the golden Avenger.

"This is certainly a step up for you," Peter bristled as he made sure to place himself between the two of them. "I thought you operated in the shadows only."

"Recent events forced my hand," Stark replied angrily. "Now we can make this nice and easy. Surrender yourselves and no one gets hurt."

"Surrender? That arc reactor must be screwing with your head," Kitty remarked as she went through Peter, and placed herself in the no-man's land. A fire lit her eyes as she finished with "Because you're outnumbered pal..."

_**Listen to me, Parker.**_ A voice resounded in his head, one that sounded like Jean Grey. **_Yes, it's me._** The voice answered._ **I've established a psychic link between the four of us. Scott and I are on the way, e.t.a two minutes. **_

_**Got it,**_ Kitty's voice said as she clenched her fists. Then came the words Peter was dreading.

"Avengers Assemble!" Stark spoke clearly into his helmet. The door to Peter's house crashed open, revealing Hawkeye with his bow drawn, and Captain America standing behind him. The sky overhead darkened as the _Blackbird _materialized overhead.

_**Get in n...**_ Jean began before a explosion rocked the jet's left wing. Peter traced the line of smoke to it's source. A flying, fifty foot robot. The _ Blackbird _spiralled to the ground, leaving a mighty gash in the pavement.

"You recognize the Sentinels, don't you Mr Parker?" Stark smirked, the smugness dripping in his voice.

_**JEAN! SCOTT! **_Kitty screamed psychically.

_**We're...alright,**_ Jean answered, though a little weaker than before.

"For those of you with a less-than human intelligence," Stark said as the two mechs landed beside him, dwarfing all those present. "The Sentinel's are equipped with the latest arms and armour..." He was cut off by a beam of red striking him in the abdomen, sending him flying. Both Peter and Kitty used the momentary distraction to make a break for the remains of the _Blackbird_ as a car came around the corner of the street. Peter looked in horror as he recognized his Aunt's licence plate.

"No!" he shouted as he changed direction, sprinting for the car before anyone else could react. His spider-sense blared, alerting him to an arrow that was slicing through the air towards him. He caught it at the last minute, before he turned to his Aunt.

"Get in!" she yelled, both to Peter and the three X-men, all of whom where making their way to the vehicle. Kitty pulled Jean and Peter in without breaking her stride as Scott shot off another shot towards Stark. "Now!" As soon as Scott was inside, Aunt May hit the gas, and they tore off down the street, with the two Sentinels in pursuit. They twisted and turned in a desperate attempt to lose their pursuers, but to no avail. And that's when his phone began to vibrate, giving him an idea.

"Pull over!" He shouted, "Jean, Kitty with me. Aunt May keep driving."

"What?" Aunt May screeched, "no way Peter, I already..."

"It's alright!" he replied, "I've got a plan...sort of. Pull over." Reluctantly, She did, pausing only long enough for the three of them to get out. And make a break for the cover of an alley.

Once they were relatively safe, Jean asked, "what's your plan?"

"You short out electronics when you pass through them, right?" he said as he turned to Kitty, who nodded.

"For a short while, yeah," she replied.

"And Jean, you think you can lift her with your telekinesis?" He asked, as his plan hinged on that.

"I...yes." Jean replied.

"Good, lets move," he said as he motioned to the fire-escape, then pointed upwards to the roof. He began climbing as Kitty started her ascent on the ladder and Jean floated into the sky. As he scaled the wall, he ran the mathematics over in his head. _It should work, in theory _he thought as he pulled himself onto the roof, with Jean and Kitty coming up behind him.

"So what's your plan?" Kitty asked as she stared up at the looming Sentinels, which hadn't noticed them yet.

"You do Ballet, right?" He asked.

"I...yeah, why?" Kitty replied as the wind ripped at her hair.

"You know how sometimes one dancer throws another into the air, and that dances is caught by another?" He said as he mentally measured the distance and force of the wind.

"Yeah..." she replied, and Peter saw that she was beginning to realize what he was thinking.

"Jean, get ready to catch her," Peter barked as he moved to the edge of the roof. He turned to Kitty and said, "If you don't want to..."

"I'll do it," she replied as she prepared to run, and he readied his hands. "Just don't drop me," she smirked before breaking into a dead run. They timed their moves perfectly, and as her foot landed in his cupped hands, he launched her into the air.

Like a thrown spear, Kitty sailed towards the waiting Sentinels at an incredible speed. She was guided along her trajectory by Jean, who used her telekinesis to guide her body towards the vulnerable sections in the Sentinel's chest. She phased through the first one in the blink of an eye, before sailing to the second one. Both robots had their electronics shorted out, and they started to careen to the ground below as Kitty came to a mid-air halt, allowing Peter to breath easier. But only briefly.

He was tackled from the side by something huge. He found himself pinned to the ground by the man known as Kaine, who bared his teeth in a snarl as he raised his hand to slash at Peter's throat. With a swift Kick Peter sent him back several feet, allowing himself time to recover before the monster charged again. Peter managed to sidestep and deliver a mighty kick to it's back, but received a cut against his ribcage in retaliation. Luckily, Peter managed to block the follow-up attack, as he and Kaine became locked in a contest of brute strength. And that's when he got a good look at his face.

It was a perfect replication of Peter's, only with a more fierce visage.

Now that he scrutinized his enemy more closely, Peter saw many similarities. The way they moved their bodies, their eye colour, skin tone. But there were some differences. Kaine was taller and more muscular, and possessed claws and fangs.

"_Brother,_" Kaine said in a menacing voice as Peter felt his arms begin to give way under the intense pressure. He was distantly aware of the fact that Jean and Kitty had become embroiled in a battle against Iron Man and Hawkeye. So he was on his own against himself. Sharp bone claws began to dig into Peter's flesh, slicing through his skin like a knife through butter. His vision began to blur, and he shook his head in disorientation, _the claws must have some sort of poison. _"Do you feel it _brother?_ The toxins seeping in, taking their toll?" Kaine snarled as he redoubled his attack.

"I don't know who you are," Peter snapped defiantly as he kicked Kaine's stomach with all his might. "But you aren't my brother!" He finished as he delivered a mighty kick to Kaine's kneecap, forcing him down. He spun around in a circle, bringing his foot up in preparation for a axe kick. One that never got close to hitting, as Kaine grabbed it in midair with one hand. Smiling wickedly, Kaine sent Peter flying into Jean, who had been in the midst of a dive. They both crashed into the pavement as Iron man came to a halt above them, and Captain America and Hawkeye flanked Kitty.

"You are under the arrest of the Aven..." Stark began as he raised one repulsor at the two of them.

"He's _MINE!"_ Kaine roared as he charged towards Peter, faster than anyone had charged him before. To fast for him to react in time. Over two hundred pounds of monster landed on Peter's chest, causing the roof to give way, and the three of them to fall to the level below. The crash was enough to dislodge Kaine, allowing Peter to kick him away and roll to his feet.

The two spider-empowered figures circled the length of the room before charging wildly. Peter ducked under Kaine's claws and spun him into a wall, sending him through it and onto the street below. Peter promptly followed, landing on Kaine's chest and hitting him hard in the face. Kaine snapped out a foot that hit Peter's shoulder, resulting in a mighty _CRACK!_ Just from the sound, Peter could tell that it was broken, but serviceable. All it did was make him angry enough to re-enter the fray and send his fist on a collision course with Kaine's jaw. Something sharp dragged across Peter's face, causing the left side of his vision become a blurred red.

"_He_-_Ya_!" Kitty shouted as she jumped through the hole in the building, creating a large dent in the pavement, as she was going dense. She charged strait for Kaine. He smacked her on the side of the head, and she crumpled to the ground in spite of her increased density. With one hand, Kaine picked her up and began to choke her.

"Put her down!" shouted Captain America as he threw his shield at Kaine, who absorbed the blow without flinching. Peter felt his body begin to burn, starting in his head and extending from there. His vision became more clear than ever before in his life. His muscles tightened as he felt new strength course through his body. His nose became filled with a thousand new smells as his canine teeth elongated themselves into dagger-like points. Unrivalled rage filled his entire being as Kaine tossed Kitty Pryde into a wall.

"_KAINE!" _Peter roared with a voice that did not sound like his own. He charged forward with fury, launching his shoulder into Kaine's. Peter's strength matched Kaine's maybe even surpassed it. With a primal roar, Peter smashed his opponent into the pavement and break his arm in one strike. Flipping himself onto Kaine's back, Peter positioned himself perfectly to smash Kaine's face into the ground.

Emerging with a bloodied snarl, Kaine drove his fist into Peter's stomach, causing him to keel over. Peter managed to block the second blow and deliver one of his own to Kaine's shoulder.

"It feels good, doesn't it _brother?_" Kaine snarled as he tried to break through Peter's block. "You've accepted who we really are. We are the hunters."

"_I AM NOTHING LIKE YOU!" _Peter roared as pain lanced up his wrists. Bone-white spikes shot out of each wrist, stopping at half a foot long, and a eighth of an inch thick, covered in a gooey acid. Kaine looked down in horror as Peter drove the spikes into his abdomen, causing the blood to flow freely. It splattered over his clothing, soaking Peter entirely from head to toe.

He pulled the claws out from Kaine and looked around for the first time. He was surrounded by people, most of them with cameras pointed at him. He was even able to pick up a daily bugle badge with his enhanced eyesight. Most of the people where frightened of him, based on how they backed away when he looked at them. But what hurt more than anything was the look he got from Kitty when she finally came around. Her expression was a mixture of shock and fear. _And she has every right to be afraid,_ he realized as they stared into each other's eyes.

The weight of what had happened sunk in, he curled up in a ball and waited. He did not know how long he waited until a great black shape materialized out of the sky. He was barely able to see the people who helped him into a seat. He didn't see much of anything for a while.

_I am a monster. _


	22. Chapter 22: Reasoning

Chapter 22:

He traced a finger down the bony spike that was protruding from the back of his wrist. A thin layer of green slime coated it from top to bottom. _What the hell are you? _He thought as he ran his tongue over his elongated teeth. As soon as they had arrived back at the X-mansion, he had taken the longest shower of his life, washing away the blood with vigour. After two hours he finally emerged, feeling no more clean than before he entered. The knowledge of what he had done weighed on him heavily. He'd stabbed someone in a blind rage, with weapons that came from his own body. Curious glances followed him as he hurried through the halls towards Henry McCoy's laboratory.

He found four people inside the laboratory. Dr McCoy, Dr Grey, Professor Xavier and his Aunt. And all of them bore worried expressions as he walked past them. Dr McCoy was the only one to come close enough to hand him a chart.

"Your tests came back, Mr Parker." Dr McCoy said stiffly as he placed an arm around Peter's shoulder. "There seems to be no genetic changes from the last test."

"And what does that mean?" Aunt May squeaked from where she sat in the corner.

"It means that this was supposed to happen," Jean replied as she moved next to one of the large computer monitors. "In rare cases, a mutant may experience what we call a 'secondary mutation.' The individual experiences increased and sometimes new abilities. Physical changes are also common."

"And how rare is this...?" Aunt May asked tentatively.

"About one in two hundred mutants," Dr McCoy replied as he studied the screens, "but some never realize what has happened, or they don't report it, so it may be more."

"Can these be removed?" Peter asked as he held up the twin claws, "My teeth I can deal with, but these are noticeable."

"From what I can determine," Dr McCoy replied as he held Peter's arm in one hand. "They should be retractable, as they appeared all at once, as opposed to over time." Peter let out a sigh of relief once he heard that. And, almost as if on command, the spikes retracted back into his arm, leaving only a tiny hole. He ran his tongue over his teeth again, and felt that they remained in place. _Better than nothing, _he thought.

"I'm far more concerned with this Kaine figure," Xavier said as he wheeled himself over to be beside Dr McCoy. "The fact that one of these clones exists leads me to believe that there may be more, maybe even an army out there. And who controls that army?"

"Most likely Tony Stark," Jean replied while folding her arms crossly, "he's got the technology, the funds and the motivation."

"But still no _how_," said Xavier as he scratched his chin. "How long does the process take? What is the survival rate for the clones? How was he able to bond the DNA sequences, that alone would take years."

"He could have just gotten the other guy's work," Peter said as he stood up.

"Which guy? Henry Pym?" Dr McCoy asked as he gave Peter a strange look.

"No," said Peter. "Almost three weeks ago I was attacked on a rooftop. Some guy told me that he 'created' me better than this. He said his name was Magneto." At the mention of the name, Dr McCoy dropped the file in his hand, Jean put a hand over her mouth and Xavier became downcast as he furrowed his brow.

"I knew Erik had tried his hand in Genetics, but never to this level..." Xavier muttered as he signalled something to Jean. They obviously shared a non-verbal conversation about him, as they both cast nervous glances his way. "We must investigate this further," Xavier stated clearly, "Hank, Get Logan, Ororo and Psylocke, I want you four in the briefing room in five minutes." Peter made a motion to follow them out the door, but Xavier held up a hand. "I can't allow you to join them, Mr Parker. We don't know what to expect, there may be more clones involved." Regrettably, Peter realized that he was making perfect sense. He watched as Xavier wheeled himself out of the room with Jean Grey in tow, leaving Peter alone with his Aunt for the first time in a long week.

"Hi," was all he could manage to say.

"Hi," she replied softly, "I missed you."

"I missed you too," he said, at a loss for how to explain how he really felt. He'd never really been separated from her for this long before without saying goodbye first. It made him feel guilty about what he had done. "I sorry I..." he began.

"Don't apologize," she sobbed into her hand. "Not after what you did for them. You did something I couldn't, you saw past what others said about them and made your own conclusion." She rushed him and smothered him with a hug, saying, "I'm so proud of you."

"You shouldn't be," he replied softly. But not softly enough to be missed by the person standing in the door way.

"Why not?" Kitty asked as she strode into the room, with Rogue behind her. "most people would have run as fast as possible when they learned I'm a freak of nature."

"You're not a freak," Peter replied as he looked her in the eyes. She blinked once in surprise, but quickly recovered from her shocked expression. Rogue smirked out of the corner of her mouth.

"We're supposed to show Mrs Parker to her room, but seeing as she's got no luggage, I think I can handle it alone," Rogue said as she motioned for Aunt May to follow her out of the room, which she did, leaving Peter alone with Kitty. He could see that she had recently washed her hair, like he had.

"I'm sorry," he muttered softly as he averted his gaze.

"Why?" she asked.

"If I got blood on you," he replied as he fiddled with his thumbs.

"You didn't, my hair was a mess from flying through the air." Kitty said as she shifted her feet in obvious discomfort of some sorts. "Pretty gutsy what you did."

"It seemed like a good idea at the time," he replied as he stood up. "And those don't always work out." he finished as he pushed past her.

"Hey Peter," she mumbled as he tried to escape her judgement. "I've seen some awful things, but what you did was pretty brave."

"No it wasn't" He replied, refusing to face her head-on. "It was cowardly, something I swore I'd never do."

"You didn't kill it," she said as she placed a hand on his shoulder in a comforting manner. "And how many people has it hurt do you think?"

"It's not a contest," Peter replied as he finally turned to face her. "I told my self I'm better than that."

"You had a lapse, that's all." She said softly as she looked up at him. "All the stress from this week built up and you just snapped."

"And what if I had missed?" he said admittedly, looking into her soft brown eyes. "What if I had missed and hit someone standing next to him?"

"No one was standing next to him."

"You know what I mean."

"I won't if you don't tell me," she replied. The two of them just stood there in the hall, looking at each other, afraid of what to say. He was more scared than he had been in a long time, but yet there was a ray of happiness in his mind whenever he thought of her. It defied all rational explanation as he racked his brain for answers. Luckily a distraction came in the form of the Human Torch.

"Who's the old lady with Rogue?" he blurted nonchalantly as he held a hamburger in his hand.

"My Aunt," Peter replied as his stomach growled, and not entirely because of his hunger.

"Mfttdb.." Johnny mumbled as he took another bite. After a brief pause, he continued, "mmm...cool. Wait...why not your Mom? Wouldn't she be more worried about you?" His expression spoke of a clueless nature.

"That's not something I want to talk about," he replied, a little to briskly. So he followed with, "Sorry."

"No biggie, man," he said before turning to Kitty. "Want a bite?" He asked.

"I'm Jewish," she replied coolly.

"Whoops," Johnny said as he gave her a flirty smirk. "I'll remember that. But you'd better get down to the mess hall before everything else is gone."

"I'll do that," Peter smirked as his stomach growled in agreement, so he turned to Kitty. "I'm lost again, care to...?" He never got the chance to finish his sentence, as she grabbed him by the arm and pulled him through the wall. He felt his body rise several feet before he could see again. He was now in the mess hall, which was deserted, leaving a pile of dishes everywhere. "Charming," he remarked.

"Yeah," she said as she opened the fridge, scouring for any leftover food, "and Logan wasn't here to eat, so this is clean." She stood up and closed the fridge door, with a plate of sandwiches in hand. "Relatively," she finished, "hope you don't mind half-day old baloney and cheese."

"At this point, I could eat garbage," he remarked as he sat down beside her and grabbed one of the sandwiches.

"Right, the whole advanced metabolism thing," she smiled as she took a bite, brushing her her out of her face. "How did you hide that part?"

"Ate all the leftovers I could," he replied as he shook his head in embarrassment. "And usually took a portion of my paycheck and spent it on fast food, combined with whatever coupons I can find."

"It's not as good as a home-cooked meal, I know," Kitty smirked as she wiped her mouth with her sleeve. "God I miss those."

"When was the last time you had one?" he asked politely, not really giving it much thought.

"Lets see...the night before I got kicked out of the house," she replied, nearly causing him to choke.

"What!" he half-shouted. "You where..."

"Turns out my dad's a racist prick," she replied, with her face showing no signs of the pain she was obviously dealing with on the inside. "Go figure, my great-grandparents were in Auschwitz and now _he's_ racist. That was six years ago."

"So you haven't seen your parents in six years?" he whispered.

"My mom used to come by from time to time, behind his back," she replied as he wrapped an arm around her shoulder. He felt warm tears fall onto his shoulder as she leaned her head inwards. "He caught her the last time. Two years ago...I haven't seen her since." her voice trailed off and became a soft series of sniffles and sobs. He patted her lightly on the back as he remembered the last conversation he had had with the man he loved more than anything in the world. "...streets for two weeks before he found me and brought me here. He gave me a bed, fresh clothes and a family. I had friends who I could be open with, hell, two years later i hooked up with another student."

"Who?" he asked softly, taking in the scent of her hair as he did so.

"I..." she muttered, her voice becoming even more incoherent. More tears flowed down her face as she began choking on her own pain. He lost all his appetite as he watched her suffer.

"Let's get you to bed," he said softly as he helped Kitty to her feet. "It's late, and been a long day." He felt her nod in agreement against his shoulder, where her head was still buried. Together, they navigated their way to the dormitories and into their deserted common room. Sneaking past the rows of closed doors, the reached Kitty's room. With one hand still holding her up, he opened the door silent as a shadow and crept inwards. He set her down on the bed lightly and turned to leave.

"Why do you do it?" Kitty asked in a soft voice as he reached for her door handle.

"Do what?" he asked as he turned to face her. She had sat herself up, and he could now see her puffy eyes being portrayed in a better light.

"Be a superhero," she replied. He bit his lip in slight hesitation, this wasn't the most ideal conversation for the moment. _But if it'll get her mind off of whatever she's upset about..._ He thought.

"Because it's the right thing to do," he said as he moved himself so that he was sitting next to her. He delved deep into his memories as he looked around her room. The walls where decorated with a wide array of newspaper clippings. About half of them were mutant-related, while the other half were of him. "When I first got my powers, I thought they were the coolest thing ever. No more being pushed into lockers, no more swirllies, maybe I'd get a spot on the football team. But then I began I began to think bigger, way bigger. I saw an advertisement in the newspaper asking for amateur MMA fighters, so I applied. And I won big time, started racking in the cash. Enough for a nice car in a few months. I had it all I could go to any college I wanted, get any car I wanted. And to me, any car meant any girl."

"Then why'd you stop?" she asked as she wiped her eyes again. "All that money and you could get away from this madness. Go live in France or something."

"And that was my plan," he replied, feeling the pain building up inside him. "Get the money, get the car, get the girl. Get the hell away from here. I just had one more fight to get through, and I..." He stopped himself, stumbling on his own words.

"And you what?" Kitty asked.

"I...I made a mistake. My Uncle found a wad of cash under my bed, and he confronted me about it a few hours before the fight. He thought I was on drugs or something and tried to ground me. We fought, and I stormed out, heading for the arena." This marked the first time Peter had ever relayed this much of his story to one person. And a part of him was glad he was sharing it with her. "I won the fight. But it turns out the manager had bet all his money against me. He was broke, and refused to pay me, saying that he wasn't allowed to legally."

He inhaled deeply as he continued, "Some people came to collect, roughing the guy up an stripping him of all his money, way more than what he owed, robbing him blind. As they made a break for it, the guy called for me to stop them."

"And you beat the shit out of them?" she asked tentatively.

"No," he replied softy, "I let them go. I was angry with the manager, and I wanted payback. I walked away without a second thought. I made my way outside into the cool night air and began to devise a new plan to get money. And that's when I saw it."

"Saw what?" Kitty sobbed.

"A body, in the middle of the street, shot through the abdomen. Blood everywhere." He said as tears flowed down his face, "it was my Uncle. He followed me from home, wanting to apologize to me."

"And what happened to him...?" Kitty asked, her tears finally stopping.

"He died in my arms," Peter replied through his own tears. "shot by the very same guys who I let go."

"Oh my god..." Kitty said, with her hand covering her mouth. She looked at him with shock clear in her eyes. Almost all trace of her previous sorrow gone, save the puffy eyes. "How do you know it was..."

"Because I chased them for three hours, until we arrived at their hideout. I broke every bone in their bodies. And it still wasn't enough, I was out for blood. I had one of them by the throat when my phone started to buzz. He'd sent me a text, which took it's time to get to me. It said _'Peter. You're just like your father. Very smart and very determined. But he lived by a code. With Great Power comes Great Responsibility. If you have the ability to do something than it's your job to do it.'_ I realized then that I was no better than the man I was holding in the air. So I set him down and went home. A month later I started my career. And the rest well...history," He said. "Ever since then I've done my best to do what I can with what I've been given. That's all we can do, really."

"You loved him a lot, didn't you?" she asked as she pulled him into a tight hug.

"More than anything," he replied as he returned the gesture. He took in the scent of her hair and skin. He felt her hot breath against his cheek and her fingers brushing his arm. He felt their hearts beat in synchronization as time flew by.


	23. Chapter 23: The gathering clouds

Chapter 23:

"So how long did she cry for?" Rogue asked him the next morning when he sat down for breakfast. The dining hall was nearly deserted, with the exception of a few bodies at the far end, opposite them.

"She told me to leave after two hours," he replied as he jabbed at his plate of eggs. "But I heard her talk in her sleep for another three about someone named Lance." At the mention of the name, Rogue clenched her fist and muttered something nasty under her breath. "Who was he?"

"That's not for me to tell you," Rogue said as she inhaled deeply. "That's something she'll tell you if and when she's ready. And that's all I'm gonna say."

"About what?" asked Johnny as he slid into a seat next to Peter. "What'd I miss?"

"It's not important," Rogue replied.

"What, no 'sugar' for me?" Johnny smirked before he snatched some food off of Peter's plate. "Don't mind if I borrow this, do you?"

"I think he does," muttered Kitty as she ambled into a seat next to Rogue. Casting only a glance her direction, Peter saw the telltale signs of a night spent in tears. Her eyes were blotchy with small bags underneath. Her hair was messy and her clothes mismatched.

"What the hell happened to you?" Johnny asked her as he examined her from head to foot. "I mean, you look good, as always, but umm..."

"I don't wanna talk about it," she snorted as she set her head down on the table.

"What's wrong, Kit-kat?" Asked Havok as he sat next to Rogue. "Upset cause you've got no date for the Party?" Havok smiled as he gave Kitty a flirty wink. "Cause I'm still available, just in case you where wanted to.."

"You're only available because Psylocke turned you down, Summers. Three times." Rogue snipped back playfully. "And Wolfsbane. And Pixie. And Me. I think the only girls you haven't asked to the party yet are your niece and sister-in-law."

"What party?" Peter asked halfheartedly as he continued to eat whatever food Johnny didn't steal.

"Every year the prof holds this big get-together for all the friends and families of the X-men. Elaborate decorations, fancy foods, a full orchestra, dancing. Rich person stuff." Said Rogue with a slight smirk. "It's a contest among the students to see who gets who and how long they last. We even vote among ourselves for best couple, most eligible bachelor/bachelorette and best dressed."

"I'm gonna win best Bachelor," Johnny grinned devilishly, "unless I get a smoking babe." He turned to Kitty, "how about it, _Shadowcat?_ Want a hot date?"

"_Piss off_," Kitty muttered under her breath.

"Feisty," said Johnny with a huge grin, "that's how I like 'em. Fiery."

"I said piss off," Kitty repeated. Luckily a distraction arrived in the form of the primary X-men. They all looked tired and battle-worn. Wolverine's outfit was in shreds and Psylocke walked with a limp, and was supported by Jean Grey.

"We need to talk," Jean said as she helped Psylocke along. Fearing the unknown, he gulped and followed them down the hall. They wound around a series of corners before entering what Peter assumed was the briefing room. Completing the ensemble was Xavier and Dr McCoy, and everyone looked very stern.

"We spent the night covering every inch of Magneto's fortress," Psylocke grunted as she shifted her weight uneasily. "First of all, he's got a crap-load more supporters than before, most likely due to Stryker's campaign. And second, we found this," She finished as she produced a vial with a metal cap, along with a file with several documents. "I think you might be interested in these Hank."

"Let me see about that," Dr McCoy said as he examined the documents in his hand. "Hmm, intriguing, very intriguing. What we have here in this vial, according to these papers, is nothing short of an X-Gene in a bottle."

"A what now?" Peter asked.

"The liquid possesses a unique mixture of chemicals that produce an artificial mutation in the body when injected. The Individual then gains a pre-developed power-set, courtesy of the artificial X-gene." Said Dr McCoy as his expression turned from intrigued to alarmed. "He's been working on this for decades. Building a private army for himself."

"Well that explains why he's got so many followers," said Jean as she snatched several papers out of Dr McCoy's hands. "He made them."

"This will take some research," said Xavier as he furrowed his eyebrows. "Not all of our questions have been answered. Like why did he single Mr Parker out? Why those specific abilities? And will this be a progressive or degenerative mutation?"

"Does it really make that much of a difference?" Peter asked.

"It's a smoking gun of evidence," said Xavier.

"Me," Peter replied.

"What?" Xavier asked.

"The smoking gun," Peter said briskly.

"And your point is?" Wolverine replied with a growl.

"That I'm not an object. I'm right here listening to you and have a right to be referred to as such." Said Peter as he inched forward.

"Relax, Mr Parker," Xavier interrupted, "You are correct. A minor oversight on my part, please forgive me." Peter nodded curtly and the discussion continued, all the way into Dr McCoy's laboratory, where ran tests on the vial's contents. All they where able to determine is that someone had cross-bred a flu virus with a Mutant Growth Hormone.

"This will take further study," Dr McCoy remarked. "Several weeks worth of work at least. So don't wait up." With that, everyone departed from the room with more questions than answers. The days dragged by slowly at first, but they quickly picked up the pace once Peter started taking classes with the other students. They were fun and challenging for him in a wide variety of ways.

"...did the first 'mutant' appear on earth?" Jean Grey asked the class. Everywhere, blank stares penetrated the room. So Peter raised his hand. "Mr Parker?"

"That would depend on the context of the word 'mutant.' The dictionary states that a mutant is an individual that has changed from the norm of it's kind. So the second species of micro-organisms on Earth would be the most appropriate answer." He said with confidence as his answer was met with a nod from Jean Grey.

"Correct," she replied. "Now when..." her voice trailed off as Kitty tapped his shoulder.

"Just wanted to say thanks for the other night," she whispered softly.

"Which night?" he replied equally as softly with a smirk.

"Shut up _webs_" she said playfully. His experience in the Danger Room sessions also improved substantially. In less than two weeks he gained respect as a extremely capable tactician from almost every member of his own team, and even opposing ones.

"Gotcha!" he exclaimed as he caught Rogue, who had been falling after misjudging her trajectory using Cannonball's powers. He had immediately swept into action with a web-line and caught her mid-swing.

"Bet you love saving all the pretty ladies, don't you?" Rogue had smiled as he came to a stop on the pavement bellow, and coming face-to-face with the one person on his team he had failed to make peace with.

"What the hell where you thinking!" Iceman shouted angrily, waving his arms at Peter. "What if you missed? What if she absorbed your powers by accident and knocked you out! I..." His speech soon became a series of grunts and snarls, before it was interrupted by Cyclops and Psylocke.

"Prof wants Alpha and Beta upstairs," Cyclops said as he cast a disapproving glance at Iceman. "Delta and Epsilon are on their way up to. Briefing in ten."

"Have fun on the cleanup _bug_-_boy_," Iceman whispered as he past Peter. His insult did not go unnoticed by The X-men's leader.

"Prof wants him to," Cyclops replied, giving Peter a slight smile as he beckoned for him to follow. As he passed him, Peter caught a slight twinge of annoyance in Iceman's expression. _Great, now he's really pissed off with me, _Peter thought was he changed into something more comfortable and presentable. And five minutes later, he found himself in the briefing room with the X-men teams, plus Xavier himself. And everyone in the room was staring at the television.

"_Later today we will be covering the inauguration of our country's newest President, Reverend William Stryker."_

"What!" Psylocke exclaimed, "they can't do that...it's in the constitution..."

"_Following a series of Mutant terrorist attacks, public support has moved in favour of a removal from office, with protesters staging lawful picket lines outside the white house. The cabinet made it's final decision early this morning."_

"They can," said Xavier with worried eyes, "and they are. We must move swiftly, as Magneto is sure to make some sort of play for power. If he can successfully manage to assassinate both presidents, he will leave this country without a ruler. And that's when he will make his move. Only the president has the authority to deploy troops for combat on American soil, leaving the remaining police forces severely outgunned by his forces."

"A perfect strategy," said Wolverine as he examined a map. "Get rid of the president and make a show of his power all in one strike. It's sure to attract the attention of more followers as well."

"And by tomorrow morning we'll have open war on our hands," Jean remarked. "I'll inform the Morlocks, see what they know, and if they'll take a side. Hopefully ours."

"I doubt it," said Cyclops sternly, "Caliban's a pacifist. He'll try and hide down in the sewers for as long as he can. Not that I blame him."

"We can't rely on their help right now," said Xavier as he manoeuvred himself to the window. "Magneto is sure to make a move. We need to cut him off where he'll least expect. Logan and Scott, I want you two to take Psylocke, Hank, Storm and Epsilon team to Magneto's base..."

"And if Magneto's already in Washington?" Cyclops asked.

"Jean will lead Beta and Delta teams in an undercover surveillance operation," Xavier replied. "And will intervene only if necessary."

"Who will be left to protect the school?"Hank asked, voicing the question in Peter's mind. "Magneto is a gifted strategist. He'll want to take us out of the equation."

"Gamma will remain here, along with myself. Now go, you've got three hours until the ceremony begins." Xavier finished with a wave of his hand, signalling for them to leave him in peace as they rushed out.

"We'll take the X-wing," said Jean as she turned to Cyclops. "You have the _Blackbird-2._"

"Done," Cyclops replied with a bark of one who gives orders, "Hank, I want you to bring as many medical supplies as possible. Braddock, Logan, devise a battle plan." He finished before running off, and as Jean turned to face her own team.

"Drake, Summers, Jubilee, grab as many bugs as possible. Rogue, Tabitha and Warren, grab the binoculars." She panted, "Gwyn, Pryde, Parker, grab the full tac-uniforms. Rhane, with me." Without a word Peter fell into step behind Megan and Kitty as they thundered down the hallway, past groups of students who undoubtedly had noticed the dramatic increase in activity. The three of them rounded a corner and entered a room full of suits.

"Nice," Peter remarked as he pulled several off the rack. "Bulletproof?"

"Resistant," Megan replied as she grabbed an armful. "Watch out for high-calibre and armour-piercing rounds. Fire and electricity proof though," she finished.

"As long as you don't get hit in the face, right?" he smirked.

"Pretty much!" Kitty said as they exited the room with their burdens, and headed for the X-men's hangar. Jean had already assembled several of the team's members by the time they arrived, and they all gathered around a large map that was splayed out on a makeshift table.

"Alright," said Jean as she pointed to the map. "I'm gonna put the different groups at strategic locations. Iceman, Jubilee and Havok, you're here." She pointed to a spot on the far right of the map. "Rhane, Cannonball and Tabitha _here_. Parker, Pryde and Rogue _here_. Megan and Warren with me on the jet. Understood?"

"Got it," several people murmured.

"Good, everyone get into your tac-uniforms and get on-board. Cover up with some civilian clothing." Jean barked as she followed her own command. Amidst the mass of bodies, Kitty bumped into him, purposely getting his attention.

"I...this is for you," she whispered as she placed something in his hand as blood flushed her cheeks. "I...couldn't sleep so I...I fixed it for you." He looked down to see what she had given him.

It was his mask, completely repaired by hand. All evidence of his battle had been erased. There was so much that he wanted to say. He wanted to tell her exactly what it meant to him to receive this from her.

"Kitty I..." he began.

"We're leaving!" Jean shouted hoarsely from the pilot's seat, cutting him off. "Let's move it you two!"


	24. Chapter 24: Wounded Pryde (Part 1)

Chapter 24:

_**A/N: **_Text in both bold and italics represents psychic comunication.

xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxx

_**Everyone hear me?**_ Jean asked telepathically from the pilot's seat.

_**Yep,**_ Everyone replied, almost in unison.

_**This is about the only time it's a good thing to hear voices in your head,**_ Megan chirped happily.

_**And here I was thinking I'd gone crazy,**_ Peter replied.

_**No, you just dress in a skintight costume and fight crime for free!**_ Rogue said from where she sat, exchanging a quick glance with Kitty as she did so. **_Though that outfit did do a good job of showing off your...assets._**

_**Rogue!**_ Havok shouted from across the cabin, **_we can all hear you, remember?_**

_**I know,**_ she replied, **_I learned from the best._**

_**And who's the best?**_ Peter asked earnestly.

_**Iceman,**_ Megan smirked.

_**Shut up, **_Iceman remarked coldly as he crossed his arms.

_**How old was she? Twenty? Twenty-one?**_ Jubilee injected with a grin.

_**I said shut up,**_ Iceman repeated, the anger in his voice rising slightly.

_**Twenty-two? Twenty-three?**_ Rogue continued devilishly.

_**Twenty-four!**_ Iceman snapped as he cast a glance at Rogue. **_And how the hell was I supposed to know!_**

_**Well she did have a kid in a stroller,**_ Havok smiled as he smacked him on the arm. **_That should have been a dead giveaway for starters. _**

_**Piss off,**_ Iceman replied.

_**We're just grilling you, dude!**_ Tabitha said while trying to hide her laughter. **_Chill out!_**

_**Pun intended? **_Peter asked, much to everyone's amusement, minus Iceman.

_**Good one webs! **_Kitty laughed heartily. **_I wish I'd thought of that!_**

_**Hey I know a good joke! **_Iceman snapped, **_Him!_** He said, as he pointed to Peter.

_**That was a low blow,**_ Kitty snapped hard, giving Iceman a stare that could literally melt ice. **_Apologize now or I'll..._**

_**Spend the night crying like a little bitch? **_Iceman snarled. With a tiny squeeze of his hand, Peter sent a web-bullet to cover Iceman's mouth. It wouldn't stop the telepathy, but the gesture had a clear purpose and intent, as the whole cabin burst out with a thunderous roar of laughter as Jean checked several instruments.

_**We're here,**_ she said as she began the landing cycle. **_We're fourteen blocks away. That's as close as I dare to go. Looks like every agency's got their eyes on the sky._**

_**You sure they can't see us?**_ Peter asked as he felt the jet land vertically on a rooftop.

_**If they've got something that can catch our jet,**_ said Rogue as she began to unbuckle herself**_ they deserve to catch us. _**Everyone nodded in agreement as they followed suit. Peter felt Kitty's hand brush his before grabbing tight and pulling him through several floors. He felt himself become solid again, as he lost the tingling sensation that came whenever Kitty pulled him through something. And that was when he felt a wave of static wash over him. The sensation was akin to the one he experienced with his Spider-sense, but much weaker.

_**You okay? **_Rogue asked him as she glanced his way.

_**Fine, **_he replied as he righted himself. **_Let's go. _**They exited the building quietly, though keeping quiet was not important because of the ranting coming from outside.

"I William Stryker..."

_**It's starting,**_ Kitty muttered as they filtered themselves into the crowd. Little by little, the three of them edged their way to where they were supposed to be for their reconnaissance. All around him reporters clogged their movements as they all prodded each other for the best positions available. Peter even caught sight of a fistfight that broke out over a shattered camera. Within seconds the two reporters were separated by a pair of riot cops. The whole place was crawling with police and military.

"...to uphold the laws..."

_**I think I'd prefer somebody to shoot someone else right now,**_ Kitty mused as they finally reached their destination.

_**That's what we're trying to avoid, Shadowcat, **_Jean's disembodied voice echoed over top of Stryker's. **_Report if you see anything that looks or feels strange to you._**

_**How about voices in my head?**_ Peter replied as he cast a sideways glance at Kitty, who smiled in return. His heart skipped a beat as her radiance washed over him like the ocean's waves during the tide.

_**Good point webs, **_Kitty remarked devilishly before turning her eyes on the crowd. Still mostly comprised of bustling reporters, almost nothing seemed out of the ordinary, so Peter let his eye wander to the main podium. And then his heart skipped several beats as his eyes fell on the three people sitting next to where Stryker stood. One of the men wore a sharp business suit, while the other man and the woman wore military-issue uniforms.

_**I've got eyes on Captain America, Ms Marvel and Iron Man, **_Peter relayed in a slightly panicked voice.

_**Where!**_ Jean barked urgently.

_**Next to Stryker, on the left. **_He replied, **_And I'll bet they're not alone either..._**

_**Just got word from Scott,**_ Jean interrupted, **_ Magneto's base was abandoned except for a small band of fighters as a trap. They're on their way here now. _**

_**I Think I see Blob,**_ said Megan's voice. **_Looks like him, Pyro, Toad and Quicksilver are standing about a hundred metres from our position. _**

_**Crap, I can see Sabertooth from were I'm standing, and I'm guessing the woman next to him is Mystique and the there's**..._said Iceman _**I'M GONNA KILL HIM!**_

_**Bobby no! **_Megan squealed. But she was to late, a stream of ice sliced through the air and collided with a man with dark hair half a block from Peter. A roar rippled through the crowd, seconds later the roar turned to a scream as fires erupted in all directions. People became trapped people as they tried to run their lives.

_**Shit!**_ Jean snapped angrily, **_all teams pull back, we've..._**

_BOOM!_

A huge wave of debris ripped out in all directions, with a cloud of smoke and flame in the centre. Peter was able to remain upright, but Kitty and Rogue weren't so lucky, as they both fell to the ground with everybody else. His vision took a second to clear, time which he used to rip off his civilian clothing, revealing the black pattern of the X-men's standard uniform. He slipped his mask on before pulling both his companions to their feet.

"Let's keep this contained!" he shouted before tearing off to push a woman out of the way of a fireball that raced overhead. He rolled to his feet as his Spider-sense blared and he ducked under a blast of energy that came from overhead.

"You're under arrest, Spider-man!" Carol Danvers, also known as Ms Marvel shouted. "Under section fifteen of the Mutant registration act I..." She was cut off by Rogue slamming into her and holding her mouth shut with one hand.

"Shouldn't a done that gal!" Rogue snapped as Ms Marvel struggled all the way to the ground. "Let's see how cocky you are once I've drained some off your powers..." Both women continued to struggle with increasing violence, until Ms Marvel gave up entirely and slumped to the ground unconscious. His concentration was soon diverted by more violent tremors in the ground beneath his feet. Peter cast his gaze around to find the source, finally finding purchase on a man in a grey outfit. Both the man's fists where planted firmly on the ground and seemed to be vibrating intensely. Peter tackled the man, landing two controlled blows to the chest before being knocked off by a Siberian tiger.

Mighty jaws snapped for his Jugular as Peter did his best to avoid the slashing claws. _**Better to hold it here, where I can keep it under control,**_ he said telepathically without realizing it.

_**Hang on!**_ Jean shouted, and seconds later the tiger was lifted off his body and became bound by having a light-post wrapped around it. **_That should hold Mystique for a while,_** Jean finished as a very large man thundered towards Peter. It took him little concentration or dexterity to avoid the man, thus allowing Kitty to pop out from the ground and pull the man into the concrete with ease.

"Nice moves!" he shouted as he ducked under a punch from the man in grey, who had created the earthquakes. He got no response however, as Kitty's eyes became transfixed on the man who Peter was in the midst of fighting.

"_YOU!" _she shouted with primal fury as she rushed forward, landing an uppercut to his face. She meant to follow with a second blow, but the man caught her arm.

"Hello _Pussy,"_ the man grinned as he attempted to hit her in the face, but found his arm in a vice grip from Peter.

"Hello greasy," Peter snapped as he hit the man squarely in the chest, making him double over in pain. He cast a quick glance towards Kitty. Through her purple mask he could make out small tears. He did his best to give a look that said 'are you okay' before tearing off towards a man with flames spurting from his arms.

But he wasn't the first to reach the man. A medium-sized shield slammed against the man's head before retuning to it's owner's hand. Still wearing his decorative dress, and carrying his shield, he began to circle Peter.

"I suppose there's no point in asking you to surrender?" Captain America said as he and Peter continued to circle like wolves over territory.

"You're learning," Peter remarked coolly as he prepared his fists for a fight. He felt the pressure build up in his wrists, signalling that his new set of claws where ready. He was more than confident that he could use them to great effect against the first Avenger, but was against the idea of murder.

"Fighting's not the way to solve this," Captain America said as he raised his shield to block debris that came flying towards his head. "Diplomacy is always the best solution. I'm sure I can convince Tony to..."

"We both know Stark's head is way to big to listen to anything that contradicts his opinion of the world." Peter snapped harshly.

"He lost his parents to Mutant Terrorists, Spider-man. He's trying to make sure their deaths were not in vain," said Captain America.

"And what about the children who get beaten to death because they're born different?" Peter roared over the clamour around them, "what about the muggings, the racism,the murder and the genocide?" His chest heaved in anger, "It's all the same crap from sixty years ago, Cap. But this time, you're working _for _the _fu__rher." _Captain America took a step back, as if he was stung by Peter's words. After a few seconds, it looked as though Captain America was about to say something, but was unable to, do to being forced to dodge a blast of ice from Iceman.

"You forget why you're here?" Iceman shouted towards Peter bitterly. "Unless you're a traitor!"

_**Bobby! **_ Jean shouted as she telekenetically forced him to stop his attack. _**Defense only! I...**_

"_PETER LOOK OUT!" _He felt something slam into his body hard, forcing him off-balance as a sharp _CRACK! _swept past his ear, nearly rupturing his eardrum. He hit the ground with force, feeling the pavement scrape his skin through his mask. He felt something weighing down on him that shouldn't have been there. He felt the unatural weight slip off as he pushed it off with one hand and lifted himself up with the other. Dust covered one of the lenses_, _so he wiped it off. In place of the dust was a thick red substance.

Blood. His right hand was drenched in it.

To his absalute horor, he saw the source of it lying on the ground, looking up at the sky. All the sound in the world around him was blocked out as Peter wrapped his hands around Kitty Pryde's ruptured stomach. Blood spurted from both her open wound and her lips, giving them a crimson glow of death. He placed both hands on the open wound in desperation as he heard someone call for an ambulence distantly.

He felt the thick substance soak his fingers through his gloves, and for the briefest of instances, Kitty's matted, blood-soaked hai became the clearest blonde. But he was snapped back to reality as a woman in her mid-thirties slid into place across from him. A quick glance at her confirmed that she was a paramedic, otherwise Peter would not have let her get close.

"What happened?!" the woman asked as she rifled through her pack with one hand, using the other to check Kitty's pulse.

"Gunshot..." he croaked softly, "lower abdomen..."

"Her pulse is holding, barely" the woman said as she moved her hand from her bag to where his hands where. "Keep up that pressure, _BLAKE!" _she finished with a shoutaimed over her shoulder. In the distance, Peter could see another paramedic standing near the ambulance. "Get me a pack now!"

"Hell no, Jane. We're all out, and I'm not going anywhere near that _thing!_" the man shouted angrily, waving his arms. Out of the corner of his eye, Peter saw a pissed-off Jubilee slap him hard.

"_Shit,"_ Jane cursed, as she searched for a solution. Peter's eyes darted to the open medical kit, where he saw a blood transfusion tube. That's when an idea struck him.

"I'm O-rh negative," he said as he felt Kitty's hand grasp his leg, "Hook us up for the ride to the hospital." _**I'll stay with her, you guys rendevous with the professor.**_ He relayed telepathically.

_**No way! **_ Said Rogue, **_I'm coming..._**

_**We don't know what kind of fallout there's gonna be, **_said Jean,**_ we go with his plan. Back to the bird now!_**

"You'l never stay conscious," Jane replied as her eyes darted around her, searching for an answer, "not after losing that much blood."

"I'll manage," he said briskly, "Worst comes to worst I'll pass out in the ambulence. But she'll still have better blood pressure." She looked at him for a brief second, before giving in and reaching for the tube.

"This might hurt," she said as she drove the needle into his shoulder, and the other end into Kitty's. Almost immedietly he felt a change occur as his own blood flowed down the tube and met with Kitty's. "Can you help carry her?" Jane asked.

"Yes," he grunteed as he slid an arm under Kitty's back. "On three," he said. "One, two three." With a slight grunt, they lifted her body free of the ground. He could have easily done it himself, but did not want to risk dislodging the tube, or remove his hand from her stomach as they hurried to the ambulence, and jumped in the back.

"Floor it, Darcey!" Jane shouted the minute she closed the back door and sat next to Kitty. He felt the acceleration through the floor as Jane checked Kitty's eyes with a flashlight. "Can you hear me hun?" After a few seconds, she looked at Peter and asked, "what's her name?"

"Katherine Pryde," he replied, not able to take his eyes off Kitty. _**Don't die on me Kitty, **_he mustered to say with all his stength.

"Hold on miss Pryde," Jane cooed as she applied bandages, forcing Peter to remove his hand as they came to a stop. With one hand Peter forced the door open, revealing a crowd of doctors, who rushed to the stretcher as it made contact with the pavement and they made a beeline for the operating room. He forced himself to stop before entering the operating room, as he would only get in the way. It would kill him to see her cut open by keen knives. It was a situation that he was all to familiar with.

_**Please.**_


	25. Chapter 25: Wounded Pryde (Part 2)

Chapter 25:

"Hello _Pussy,"_ Lance smirked with an evil grin. She knew exactly what he was thinking, the nerve of him. Her anger burst as she landed a blow to his face, but he shrugged it off with ease and caught her arm, despite her struggling. _My powers have their drawbacks,_ she thought as Peter, who had been fighting Lance before her, landed a punch to his chest, causing the ass-hole to lose his grip.

"Hello greasy!" Peter shouted.

The two of them exchanged a single glance. It was at that minute that she began to realize what he meant to her, and what she meant to him. With one look, Peter Parker was able to convey a message that asked if she was okay. They were in the middle of a war zone, and he was worried if she was okay.

_Why couldn't I have met him sooner?_ She thought. _Why was I given this curse? I would've had a normal life if not for...well...this..._She sprinted forward, pulling a child out of the way of one of Pyro's fireballs, and simultaneously disabled the maniac's machine temporarily with a swipe of her hand.

"You bitch!" Pyro screamed as he discovered that his mechanism wouldn't fire. "You have any idea how long these took to make?"

"Several years," she remarked, "given your level of intelligence." She lashed out with a fist, landing a blow strait in his jaw. Distantly, she was aware of Peter and Captain America circling each other. _I couldn't really help him before...I'd just get in the way again,_ she thought as she saw Quicksilver run towards her in a streak of grey.

One that was interrupted by Rogue body-checking him at supersonic speed. And that's when she noticed her friend was flying.

"What the hell?" Kitty shouted skywards.

"I borrowed these from Miss M as she tried to arrest your boyfriend," Rogue smirked devilishly before she punched a flying car away from a fleeing civilian. "And they're dead useful."

"He's not my boyfriend!" Kitty screeched as she phased through a nearby explosion. "For the last time Rogue!"

_**Right, because you make a habit of repairing half-destroyed pieces of clothing for people. And asking them to stay with you when you're clearly upset. **_Rouge smirked as Sabertooth thundered towards them. _**Wanna tag-team him?**_

_**You go high I'll go low,**_ Kitty replied as she slipped into the ground as Rogue slammed her fist into Sabertooth. With a mighty crash, the behemoth fell to the ground, allowing Kitty to pull him halfway through.

_**I was actually talking about Parker,**_ said Rogue devilishly,**_ but I guess it works on bad guys as well._**

_**Shut up and hit something!**_ Kitty replied as a mutant with scales ran towards her. She stopped her attacker with a solid kick to the stomach, increasing her density to reinforce the blow. Her powers couldn't affect the force of a blow, but they gave them more stopping power if she concentrated enough.

"Looks like my little pussy's all grown up!" Lance Alvers growled as he rose from where he had been lying on the ground. "Time to come and _play_." He was to fast for her with his left uppercut landing perfectly on her chin. Two more punches to the face followed before she managed to reorient herself enough to phase through an attack. With controlled fury, she launched a mighty kick his way, but seismic tremors shook the ground and she lost her balance and crumpled to the ground. Within a second he was on top of her, with an evil gleam in his eye. "Deja-vu, isn't it?"

"Hey sugar!" Rogue snapped as she dived strait for Lance, grabbing him and tearing him off of Kitty. "How bout you pick on someone your own size?" Kitty shook her head, trying to rid herself of the thoughts that penetrated her mind. And that's when she saw it.

Ever since day one, Logan had insisted that every X-man candidate learn to recognize battlefield hazards. He would have them run obstacle courses filled with traps such as nets and landmines that sprayed you with paint. He'd also warned them about snipers, and taught each and every one of them how to spot one by looking for the reflection on a scope. He even taught them how to guess it's intended target using rudimentary math. So she was able to see exactly who the sniper was aiming for.

"_PETER WATCH OUT!"_

Pain. That's what came next. Unbearable pain. Like fire, it spread across her body, igniting every nerve. A wordless scream of pain escaped her lips as she felt her body begin to fail her. She couldn't feel anything at all. She tried to move her legs in an attempt to stand. She couldn't. She tried to move her arms, but they failed her. Her fingers barely obeyed her commands as they flexed weakly. So weakly, like never before. _If only that idiot bobby hadn't started all of this..._

She had thought that finding out about her mutation was the worst thing that would ever happen to her, but now she knew differently. This was the worst pain she had ever experienced. _And maybe it's the last..._she thought as voices sounded off. They all seemed so distant to her, she couldn't focus on any one of them in order to figure out who was the speaker.

_**I'll stay with her, you guys rendezvous with the professor. **_Who was speaking to her? It sounded like Peter's voice. _But he's not a telepath..._she thought as she felt something dig into her shoulder. The world moved by in a series of blurred colours. All she could make out was a large black blotch looking down on her. More voices followed, these ones spoken verbally.

"Can you here me hun?"

"What's her name?"

"Katherine Pryde."

"Come on..."

Her vision became washed with white as she felt herself moving again, faster this time. More voices filled her overloaded ears as she twisted and turned. A new sensation began to fill her body, like a glass of water on a hot day. The feeling spread through her body. Not negating the pain entirely, but cooling the sensation.

_**Please. **_There he was again. How was he doing it? Peter Parker was not a telepath, yet she could hear him in her thoughts.

_**Is it just leftover from Jean's link?**_ She thought weakly. **_No, Jean's not here...and I don't know where here is...it's not the jet..._**

_**I..I...can't go through this! Not again!**_Despite the unbearable pain, Kitty felt an intense wave of emotions wash over her. _Or is it the anaesthetics...? **Please don't die on me Kitty. **_Something sharp drove into her body as her head began to feel like it was going to explode with a swarm of bees spilling out as more voices filled her ears and a white light blinded her.

"She's lost a lot of blood. At least a gallon..."

"...through her small intestine...ecol i bacteria..."

"...scalpel..."

"Doctor, some of the nurses are talking...they're saying she's..."

"She's hurt, Marion. From what the EMT's said it was a high-calibre bullet. Now let me remove it."

"Dr Tamale...she's..."

"From what I heard, _Spider-man_ gave this girl his own blood in order to save her. That tells me one thing, that he cares about her. He's saved countless lives, so I'm gonna do my absolute best to save hers, so that I can pay him back. Even if it's one person at a time...now come on girl...don't die on me..."

A bright white light filled her eyes. All sound faded out for a second, coming back much clearer than before. But she could tell she wasn't in the operating room anymore.

Kitty found herself outside Midtown High school, of all places. It was the middle of may, judging by the amount of clothing the students where wearing. Voices trailed off in a thousand different conversations. But they all seemed muted compared to one in particular, which was coming from behind her.

"...so Gwen, I was thinking...do you wanna...I don't know...get a bite to eat or something...?" a sixteen year-old Peter Parker asked a blonde-haired girl he was walking next to.

"Or we could go out on a real date like you're trying to ask me out on but are just to scared to," the girl, Gwen smiled as she patted him on the cheek. "How about you swing by my house tonight, if your Aunt lets you, and my Dad can give you the old boyfriend shake-up you enjoy watching."

"Great!" Peter said sarcastically. _Gwen..._Kitty thought as she watched the events play out before her. _Why does that name sound so familiar..._ She continued to mull as the scene changed before her, and she was now in a mildly lavish dining room. Not as lavish as Xavier's office, but still above average when compared to most.

"So tell us a little about yourself, Mr Parker," said a man who was sitting at the head of the table. Peter gulped once he spoke. "I'm kidding!" the man smirked as he sliced into the meatloaf before him, "You think I'd put you through all that when you and Gwen have been in the same classes since grade one?"

"Well..." Peter pretended to mutter, "I... yes."

"Just remember that I know where to bury the body so no one will find it." the man smirked as the woman sitting next to him, presumably his wife, slapped him on the shoulder. Everyone at the table smiled, including Gwen.

"I know, Mr Stacey," Peter smirked as he cast a glance at Gwen. _Gwen Stacey..._Kitty thought as the scene changed again, _Dr Connors mentioned her to Peter during his spiel. Why? _She got her answer in a more graphic way than expected.

"_GWEN!" _Peter shouted as he lifted a large chunk of debris, much to large for any bodybuilder, let alone a sixteen year-old. But he paid no attention to his secret as he checked for signs of life desperately on the broken and bloody body before him. She watched as he became elated as her eyes fluttered open. "Gwen..." he sobbed happily.

"Peter...?" Gwen said, very faintly as she raised a hand to his face. "I..." Her hand became limp, along with the rest of her body as all signs of life receded from her. Kitty didn't need to see the expression on Peter's face, because she could feel it in her heart. She couldn't quite explain it, but she could feel everything he felt, and wasn't able to comfort him the slightest.

It was at that moment that it donned on her how similar her own situation must have been for Peter to experience. He had to go through the entire spectrum of emotions again, something nobody should have to. She shed a tear as she gazed down at the man before her, and everything dissolved and was replaced again.

"...know what you've _done_!" Peter roared as he slammed his fist into a man's face. Kitty now found herself in a warehouse at night. Only two other bodies were present, Peter and the man he was attacking. "You _killed _her!" He finished with a mighty kick to the man's kneecap, shattering it. The white-haired man spat blood as Peter grabbed him by the collar and tossed him into a wall.

"...you gonna do about it?" the man sneered, "toss me in jail?"

"I'm gonna rip your _fucking_ head off," Peter growled menacingly as he started to choke the man. And that's when a heavy gloved hand clasped his shoulder.

"We don't do that, son." Captain America said sympathetically. Someone flicked a light-switch, causing all the shadows to retreat back to where they came from. And that's when she recognized the warehouse. It was the same one he had taken her to to help her with her injured arm. And as Peter released the man and descended into tears, she thought about why he chose that particular building as a hideout. _To serve as a reminder, perhaps?_


	26. Chapter 26: Past and Present Wounds

Chapter 26:

_**I..I can't go through this. Not again.**_ He screamed inside his head as he slid down on a bench. All he could think of was his Uncle Ben and Gwen Stacey, how he had failed them both. Now Peter could add another name to the list of people he had let down. A list that was to long for him to be comfortable with it.

The hospital hallway was bustling with activity, but everybody seemed to know better than to approach him. And if they had, he felt that the situation wouldn't turn out well for them, given his volatile temperament. _Not to mention my splitting headache,_ he thought as he rubbed his head. _Not surprising, since I haven't eaten. And given the circumstances..._ His train of thought was interrupted by another wave of headaches.

"_...stop it Lance!" she squealed as he kissed his way up her arm, despite her repeated attempts to get him to stop. _

"_Make me," he smirked as he kissed her neck. _

"Grah!" he bellowed as he slammed his fist into the wall, making it shake violently.

"_really, stop it!" she protested as he rubbed her legs sensually. "I mean it!"_

"_Never, princess," he replied as his kissing became more aggressive._

Peter rubbed his eyes in a desperate attempt to rid himself of what he was seeing. But to no avail. The image continued to be played out before him like an unwanted movie. No matter what he did, he couldn't rid himself of it. He didn't even know why he was seeing it to begin with.

"_red flag," she said, forcefully pushing him away in defiance as his hand moved up her skirt. There were places she wasn't willing to go. _

"_Come on baby," said Lance playfully. "What's life without a little fun?"_

Peter stood up and made his way to the nearest bathroom. He felt sick to his stomach, and was afraid he might vomit. His head was aching more and more by the second, and his vision became slightly blurred as he stumbled through the door. He turned the tap on and splashed some water on his face in an attempt to clear his head.

"_I said stop," Kitty shouted as she slapped his hand away. Lance's expression changed from slightly annoyed to angry. _

"_You owe me," he said in a low growl. "Dressing like that, what'd you expect to happen?"_

He was hit by a sudden jolt of pain that forced him to the ground. He leaned back against the wall as his head felt like it was going to split open down the middle.

"_GET OFF ME!" Kitty screamed as she kicked Lance away as he tackled her. He rolled off the bed before regaining his balance. He then lunged for her again, this time pinning her entire body with his. He manipulated his legs to spread hers wide open as he tore at her skirt with one hand. _

Peter slammed his fist into the wall as his mind's eye saw Kitty being raped. He wanted to help her so bad, but he also knew that it was only a hallucination that seemed very real. 

"_Bitch!" Lance roared as she kicked him in the jaw, knocking a tooth loose. "You're gonna pay for that!" She bolted for the hallway, but she barely cleared the door when he grabbed her and shoved her against the wall. _

He stood up in a stupid attempt to follow the hallucination as it continued. He opened the door, and a mass of people looked at him like he was abnormal. And a good chunk of them were frightened. He looked down. His new claws had slightly extended themselves out of a natural reaction to protect.

_Something grew between her legs and she let out a low whimper. This isn't what she had wanted, she only wanted someone to care about her. _

"_GGGRRAAAWWW!" Logan slammed into Lance's side and the three of them tumbled onto the ground in a heap._

Slowly the claws retracted as he sat on a nearby bench. People lost most of their interest in him and continued about their life-saving work as he continued to watch.

_Hot blood splattered on her face as Logan continued to swipe savagely for Lance's head. Violent tremors shook the ground as Logan became restrained by Beast and Cyclops. _

He heard a small whimpering beside him. He looked over and saw a small boy, no more than seven years old. The boy was covered in dust from head to foot, and was crying his eyes out.

"What's your name?" Peter asked, glad to have something to distract him as the visions finally subsided. The boy didn't answer, simply turning to face Peter and lowering his hands so that he could see the boy's extremely bloodshot eyes.

"What's your name?" Peter repeated softly as he placed his arm around the boy's shoulder.

"Andrew..." the boy cooed into his hands. And that's when Peter got a good look at the boy's shirt. It was covered in grime, but the logo on the front was unmistakable, given that it was his own personal design.

"That is a cool name," Peter remarked with a smirk. "Much cooler than Spider-man."

"No it's not..." Andrew replied softly. "I saw you...You hit the awful man who hurt the girl. Do you remember...?"

"Yeah," Peter replied as he let his gaze drift. "I do remember."

"Is she your friend?" Andrew asked innocently.

"She is," he said softly, "the best."

"Is she going to be okay?" said Andrew as he tapped Peter on the shoulder, forcing him to return his gaze. Fresh tears swelled up in his face as thoughts about a potential outcome come to the forefront of his thoughts.

"I don't know," Peter said simply as he patted Andrew on the shoulder.

"The bad men hurt my mommy," said Andrew as he looked down on the ground. "She pushed me as a big man tried to hurt her. She told me that if I ever got lost to go look for the police. They couldn't find her."

"Well," said Peter as he stood up and took Andrew's hand. "Why don't we go look for her. What does she look like?"

"She..." Andrew began as a nurse pushed a cart with a white sheet draped over top of a body. The only feature that was left exposed for everyone to see was the face. And that was all that was needed. "MOMMY! MOMMY I'M RIGHT HERE!" Andrew cried as he rushed forward, forcing Peter to restrain him forcibly as the nurse pushed the cart away in haste as she saw the distressed child. "MOMMY COME BACK! MOMMY I'M SORRY! I PROMISE TO BE GOOD! MOMMY COME BACK...!" A doctor rushed to the boy's side and led him into a separate room as the nurses continued to gossip quietly.

"...that poor boy," one of them whispered to the others. "That man really is an angel on earth." More headaches washed over him, causing him to stumble as his vision blurred again, this time forming into a living room.

"_Dad I..." Kitty began to plead. _

"_You lied to me!" A man in his early forties shouted as he pointed at the woman standing between him and Kitty. "You cheated on me!" _

"_Carmen..." the woman began. _

"_I will not have a monster living in my house!" the man, Carmen shouted as he pointed to Kitty. "Get out!" _

"_Dad...!" Kitty cried. _

"_OUT!" He shouted before grabbing her roughly by the neck and dragging her to the door. With one swing, he tossed her into the dirt and slammed the door. She could still hear screaming from inside, despite her tears. _

"Excuse me," a man's voice said patiently. Peter instantly recognized the man's voice, given that he was the last person who deserved to be in the same building as Kitty Pryde right now. "I..."

"_YOU!" _Peter roared as his eyes snapped open and his fist connected with Captain America's abdomen. He tackled the first avenger with primal fury landing two clean blows to his jaw before slamming him into the wall. "Get out," Peter snarled.

"I..." Captain America began as Peter started to choke him. "I...came to...see..."

"You have no right!" Peter growled as one of his new-found bone claws extended itself, stopping short of Captain America's jaw by a hair's breadth. "Get out before I hurt you." Out of the corner of his eye, Peter saw sever police and security officers rush into the hall, only to be stopped by the nurses. But he paid them no attention.

"It wasn't..." Captain America began.

"_YOU MURDEROUS PIECE OF TRASH!" _Peter snapped as he threw Captain America to the ground and delivered a solid kick to his stomach. He grabbed him by the shoulders and slammed his head into a bench. "Fight back you coward!" He roared as he hit Captain America in the temple with a backhand. "Fight back!" he screamed.

"Not against you..." Captain America said as tried to rise. Peter kicked him again as he continued, "I deserve it."

"Explain yourself!" Peter snapped as he lifted the captain into the air and pushed him against the wall. "You have no right to be here, not after what you and your lackey did."

"The man...wasn't mine..." Captain America gasped for air as Peter tightened his grip around his throat. "He's...under arrest..."

"Does it make a difference?" Peter growled menacingly, "He'll be out in an hour, because he only shot a 'monster'!" He finished as he threw Captain America to the ground.

"I wish it was different," Captain America replied, "I really do. I protested the decision, but it was otherwise unanimous."

"You protested," Peter said mockingly "what, did you ask nicely or...?"

"I resigned." Captain America replied as he stood up and pulled his cowl back, revealing his striking blonde hair. "Tony ordered me to come and try and befriend you. To attempt to get you to lead me back to the mutant hideout. And when I refused, he told me it was either that or jail time for high treason."

"If you're lying to me..." Peter growled threateningly, seconds before he was hit by a third hallucination.

"_Get away from me!" Kitty screamed before she tore down the street, away from the bald man who had attempted to talk with her. With some effort, she managed to phase through one wall, only to come face-to-face with a red-headed woman. _

"_Calm down," the woman said peacefully."We aren't here to hurt you..." Kitty cut her off by punching her in the face and running past her. This time her path was blocked by a short, muscular man with a feral look. _

"_Take it easy, half-pint," he said as he grabbed her arm in reflex. "There aren't a lot of people in the world who want to help you, but we are some of that few." She took a few steps back, her whole body shaking to the core. She didn't even notice the woman standing behind her, until she stepped on her foot. _

Peter shook his head, bringing himself back to the moment. Not wishing to appear weak, he slammed his fist into Captain America's stomach.

"Don't lie to me!" he growled.

"I'm not," Captain America said as he wiped blood from his mouth. "I was only under orders that night..."

_SMACK! _Peter's foot sent Captain America flying across the hall and into the wall.

"_UNDER ORDERS!" _He roared furiously. "You led a manhunt against us across New York city!"

"Under Stark's orders!" Captain America shouted back as he stood up, grasping his side. "But I'm done with that. If you ever need anything, just ask." He said curtly before leaving. Peter just stood on the spot, staring blankly at where Captain America had been.


	27. Chapter 27: lighting the fires

Chapter 27:

"Excuse me," said a voice quietly as something prodded his shoulder, jolting him from his sleep. He had decided to lie down once the hallway had emptied enough for him to be able to rest peacefully. The nap had had the desired effect of numbing the pain emanating from the back of his head. Peter's eyes fluttered open to reveal a doctor wearing scrubs and an expression of fulfilment. "The surgery was a success. We moved your friend into private room two hours ago and she's just woken up, and has been asking for you."

"Where?" Peter asked the man point-blank, barely able to keep the excitement out of his voice.

"Down the hall on your right. The third door," the man said as he leaned in close, "We took the liberty of posting a security guard outside, but very few people know the...secret." Peter didn't even stop to thank the doctor before tearing down the hall, pushing past several patients.

"Hey! You can't go in th..." the security officer began to shout as Peter reached for the handle. One look later and the man shut his mouth and Peter continued into the room uninterrupted. The room's walls where white, as was staple for a hospital. There where no windows or other beds and monitoring equipment lined one of the walls. But he paid no attention to any of them. His only focus was the girl lying on the bed. Wearing only a plain hospital gown, Kitty smiled sleepily.

"Hey," she said softly, as her brown eyes met his blue. He could see that they were moist from tears. "We have to stop meeting like this," she said as she pushed the thin blanket off her body. She tried to stand, but he stopped her.

"We do," he said as he took a seat on the chair next to her. "I don't think you should be standing," he continued, "you've been shot."

"While saving your ass," she mused lightly as she lay back down on the bed. The fact that she brushed that fact off so lightly unnerved him slightly, though he admitted that he would do his best to not make a big deal of it. "I think we're even now. I saved you from the Lizard twice and the bullet. You saved me from the purifiers, S.H.I.E.L.D and Kaine," she continued, oblivious to his inner thoughts.

"You forgot the apartment fire," he replied as he shifted closer to her side. "On our first team-up, when I was gonna break down that door. And then there's in school..."

"True," she coughed as a smile crossed her lips. "You've got some catching up to do, then don't you, webs?" She smiled as she smacked him on the shoulder.

"I guess I do," he replied.

"Well I guess you kind of helped me today," she smirked devilishly. "I could hear you all the way into the operating room. All in my head."

"You could?" He asked, "What was I saying?"

"You were talking, telling me to hang on. That whole 'don't go into the light' crap people do in the movies." Kitty replied with a smile and blushing cheeks.

"I'm glad you listened," he said with an equally grand smile.

"Me to," she said as she laid her head back down, "god, my head is buzzing."

"Maybe you're experiencing a 'secondary mutation'," he offered lightly. "Maybe you're turning into a bee!"

"I could be Bee-Woman!" she laughed heartily, "or how about the hornet? The Wasp...oh right...taken."

"I don't think Superhero names are copyrighted," he said, "otherwise I would have filed lawsuits against Venom and Chameleon."

"...the hell calls them-self something as stupid as 'venom'? Some arch-nemesis wannabe?" Kitty smirked, "Then again, when you're fighting someone who goes by the lame-ass name Spider-man..."

"That was a low blow," he said as he crossed his arms in a mocking fashion, "what would _you_ have called yourself after gaining spider-like powers?"

"Moreawesomethanyou-girl," She smirked, "or the spectacular Me-Woman." He felt his heart begin to race faster and faster as his blood grew hotter. He could feel himself taking in all her features at once. From her radiant brown locks to her flushed cheeks. He could feel her hot breath against his skin as he felt himself leaning closer.

_**Is this really happening?**_ A voice in his head asked. But Peter paid no attention, instead focusing all of his attentions on the woman in front of him, as they edged closer and closer together. His heart thrust itself into his throat as they moved ever closer to the inevitable conclusion between the two young bodies. Faster and faster his heart continued to beat as he brushed aside a lock of Kitty's hair, causing her to blush as the distance between them closed.

_Crash!_ The door burst open, and they both pulled back as Wolverine burst into the room. Half his uniform was either missing or hanging by a few threads. To complete his fierce visage, his face was contorted into a scowl. With one swift movement he grabbed Peter by the neck and forced him against the wall. Jean and Scott followed him into the room, with Xavier bringing up the rear.

"I knew it!" Wolverine shouted hoarsely, "I knew we shouldn't have brought you back."

"Logan!" Kitty shouted in protest, "It's alright! I'm fine!"

"You're not fine!" Wolverine shouted his reply, not taking his eyes off Peter, "He got you _shot!"_ Wolverine then reared back a fist and extended three claws in preparation for a strike. "Never again."

"Logan!" Jean shouted as she grabbed his wrist, "let him go."

"_No!"_ Wolverine shouted as he shook her off. "Last time I hesitated..."

"_**James,"**_ Xavier said with both his mind and voice, providing necessary force and clear intent. "Put him down now."

"Charles he...!" Wolverine began to protest.

"Put him down," Xavier repeated. "He was not responsible."

"How do we know!" Wolverine shouted, loosening his grip by the tiniest fraction. "Drake said he saw him talking to..."

"James, do you trust my judgement or not?" Xavier said harshly as he crossed his arms across his chest. "I said it before and I will say it again, I have fully examined Mr Parker's mind and found no reason to mistrust him." For a brief second, Wolverine looked like he was torn between obeying Xavier and tearing Peter in half. The latter of which Peter had no doubts in his ability to do. But luckily, he decided to obey Xavier.

"We'll talk later, bub," Wolverine growled for only Peter to hear.

"I would like to talk with the two of them," said Xavier calmly, all trace of his former frustration gone. "Alone," he added in to stop Wolverine's protest before it started. Somewhat reluctantly, Wolverine followed Jean and Scott out the door, though Peter could hear him mutter once he closed his door. "Now," Xavier continued as he pushed himself to the other side of Kitty's bed. "Tell me what happened."

"I..." Peter said as he cast a nervous glance at Kitty.

"There was so much going on," said Kitty as she broke their shared gaze. "He was confronting Captain America. And I...saw a flicker of light. I remembered one of Logan's lessons on watching for rifle scopes and..."

"She pushed me out of the way," Peter finished for her, when it became clear that she was troubled by what she was saying. Kitty rubbed her forehead as Peter continued, "I would never have reacted in time otherwise." Xavier nodded before turning to face Kitty better.

"Jean tells me Avalanche was there yesterday," Xavier said soothingly.

"Y...yesterday?" Kitty muttered as her eyes became glazed over.

"It has been more than twenty hours since you left," Xavier remarked as he placed a hand on her shoulder. He turned to Peter long enough to say, "Your Aunt is fine, Rogue is staying with her for the moment. And she seems to have taken a shine to Rachel."

"I..." Kitty blurted before clutching her stomach and lurching uncontrollably. Peter instinctively grabbed the nearest metal pan he could and placed it in her hands. Half a second later she vomited, while still clutching her head. Three more bursts followed before she stopped. "Ung," she muttered.

"Are you alright, Kitty?" Xavier asked with a gleam in his eye.

"My head..." she sputtered as she laid back down. Peter glanced to the side and saw a tray of ice packs, so he grabbed one and handed it to her. "thanks," she muttered as she placed it on her forehead.

"I think," said Xavier, "we had best get you back home. Let us see if we can borrow a stretcher..."

"No..." said Kitty, "I...I can walk just...hold onto my shoulder.." she said as she tried to rise from the bed for the second time. Peter stopped her again by placing a hand on her stomach.

"There's no way..." He began before he stopped himself. All three of them looked at where he had placed his hand. It was right over the wound. "Why aren't you screaming in pain?" He asked.

"I uh..." Kitty said, just as dumbfounded as he was. "It doesn't hurt...I dunno how..."

"Hank will be able to understand better," Xavier said excitedly, "In the meantime, I say we chalk up your speedy recovery to the miracles of modern medicine. Now let us depart., the X-wing is on the roof." Kitty nodded in response before turning to Peter once more.

"Hold me," she whispered as she struggled to rise from the bed. He wrapped one arm around her tightly, giving her the support and balance she was currently lacking. Following Xavier out the door, he continued to support her weight. All the way to the roof they continued in this fashion, walking behind Jean, who was pushing the professor while Wolverine and Scott brought up the rear. Finally reaching the jet, Peter helped Kitty into her seat before taking the one next to her. And out of the corner of his eye, Peter could tell that Wolverine had picked up on that smile, and was not to pleased with it.

_**What the hell is his problem?**_ Said the small voice in his head. Peter furrowed his eyebrows in concentration, _that sure as hell isn't my conscience. _It sounded too feminine, but still familiar. Time became lost as Peter altered between attempting to figure out the voice in his head and exchanging warm smiles with Kitty, who wrapped her hand tightly around his.

With what seemed like no time at all they had arrived back at the mansion, and where descending down the ramp to a small crowd of onlookers. Dr McCoy rushed to Kitty's side and insisted on taking her for follow-up examinations. Jean and Xavier exited the hangar with several senior X-men while Peter became entwined in his Aunt's arms. He felt guilty for having left without notifying her first.

"I'm sorry..." he said as she finally let go, "I should have...talked with you first."

"You had to go," she said as she gazed up at him with her ancient eyes. "They needed you more than I did."

"I..." he began, before pausing to collect himself. "I still should have said something before causing an international incident on live television."

"That hasn't stopped you before" His Aunt replied with a playful smirk, alleviating his worries that she was mad at him "Why on earth would you start now?"The conversation drifted on for another hour before she ordered him to bed. "You've had a trying day," she told him.

_**A/N: If you like this story, I encourage you to try 'Two Spiders' by dablman2020 and my other story 'Spider-man: Greatest of them all' starring the web-head and X-23!**_


	28. Chapter 28: Hanging out

Chapter 28:

"_**AAARRRGGGHHHH!"**_ A scream split through both Peter's room and head, causing him to shoot upwards in his bed. At first, he wasn't sure where it was coming from, or if was even real. It took another to confirm that he wasn't in the midst of a bad dream.

"_**AAAHHHH!" **_It was real. And coming from Kitty's room. He sprang from his bed and rushed into the hall, stopping only to make sure he was somewhat decently dressed. He threw open the door to her room, nearly causing it to splinter in his haste. Immediately his eyes fell on her empty bed.

"_**AAAHHH!" **_Peter looked upwards. Kitty was sticking to the ceiling, much like he could. "What the...!" she screamed as both Rogue and Jubilee rushed into the room behind Peter. And out of the corner of his eye, he could see their shocked expressions.

But he paid them little attention, as he leaped upwards and clung to the ceiling. Carefully, he crawled towards her. Her facial expression spoke of pure terror, so he decided to comfort her as best he could.

"So what's hanging?" he smirked lightly as Jubilee ran down the hall, presumably to get more assistance.

"Not funny!" Kitty shouted back as she looked at her shaking hands.

"At least I didn't go with 'what's up?'" he smirked as he reached out a hand to grab her by the elbow gently. "To which you could have replied 'us' and gotten a huge laugh from everybody. Now take my hand and I'll help you down."

"Are you sure I won't fall?" she asked.

"I can catch falling cars, I think you're safe," he replied as he shifted his feet into a more stable position. "But if you want we can move over top of your bed, then you'll have a soft landing at least." He finished as both Jean and Scott rushed into the room, followed by Xavier and Dr McCoy.

"What in the world...?" Jean muttered, completely flabbergasted.

"As you can see," Peter mused lightly, "we're in a bit of a sticky situation up here." He nodded to Kitty, "whenever you're ready." Kitty gave him a shaky nod in response, and tenderly lifted her hand that Peter was holding. Her shaking slowly died down as she realized his grip was enough to hold her in place. "Now your feet," he said.

"I...I can't..." she stuttered as she started to shake again. "I'll fall..."

"I've got you," he said soothingly as he nodded. He watched as her muscles tightened in the seconds before both her legs fell from the ceiling, leaving only one arm. That arm followed suit, and she was dangling by holding onto his one arm. Slowly, he removed his remaining arm from the ceiling and straitened his body out, and that was just enough to allow Kitty to touch the floor. She became crushed in a hug by Rogue as Peter flipped himself down to the ground. Everyone eyed him suspiciously, with the exception of Kitty and the Professor, who looked from Peter to Kitty.

"My office, now," Xavier said bluntly as he turned around his chair around and went out the door. "Hank, Jean, you too as well. Everyone else, go back to your rooms." He finished briskly as the four bodies followed him down the hall. He moved at a pace Peter would have though impossible in a wheelchair, twisting and turning down the silent halls as they made their way to Xavier's office.

As soon as he was behind his desk and had placed his arms in front of him, he said "This is unheard of."

"What the hell are you talking about!" Kitty snapped as she slumped down into one of the chairs. "I was sticking to the ceiling like..."

"Like Mr Parker," Dr McCoy muttered softly, crossing his arms as he did so "but how...?"

"It has to be the blood transfusion," said Jean as she took the seat next to Xavier. "It can't be a co-incidence and..."

"That doesn't explain anything," Dr McCoy interrupted as he uncrossed his arms and placed them on the desk. "A foreign substance wouldn't activate new or dormant abilities identical to those of the donor. But if we were to accept the theory that their is a mental portion to one's abilities..."

"But you're forgetting something," said Xavier as a smile crossed his face. "Mr Parker was not born with the X-gene. His blood may still contain the retro-virus he was injected with." Peter's jaw dropped at this notion. He should have expected it, or at least thought of the possibility.

_**I could have killed her!**_ He thought to himself as one of Xavier's eyes twitched. But Peter paid him no attention. Instead he cast his eye towards Kitty, who was staring right back at him.

"I'm sorry," he mouthed to her. She gave him the oddest of looks, almost as if she was asking why he was sorry.

_**There is no need to be sorry, Mr Parker,**_ Xavier's voice said as it resounded through Peter's mind. Peter smirked at this attempt to be consoling, as only a handful of people had tried and succeeded to do so in the past.

_**Professor, I think you missed your mark.**_ Peter nearly fell to the ground as a wave of static washed over him. The sensation was more powerful than any he had ever experienced before. His vision started to swim and blur.

_**And to top it all off, I'm hearing Kitty's voice in my head.**_ He thought as he shook his head in disorientation.

_**Why the hell am I hearing Peter's voice, professor?**_ The voice who sounded like Kitty asked as Xavier looked from Peter to Kitty, seemingly astonished.

_**Both of you have forged a connection deeper than I could have imagined.**_

_**Both of us?!**_ Peter and Kitty said together psychically. He turned to face her once more, meeting her gaze dead-on.

_**Oh. My. God.**_ Kitty said as she covered her mouth with her hand. "We...how...I..." She stuttered, pointing from herself to Peter, expressing his current state of mind in addition to hers.

"Care to explain more?" He half-demanded as he crossed his arms. "Because I'm new to all this."

"Certainly," Xavier replied as both Dr McCoy and Jean exchanged confused looks. "What occurred was another one-in-a-billion event. I believe that a combination of the telepathic link, the transferal of blood and your shared extra-sensory powers have created a shared mental link between your minds."

"Extra-sensory...?" Dr McCoy began to mutter.

"It's part of the reason I can dodge gunfire," Peter interrupted, "I get this buzzing sensation in the back of my head whenever there is an active threat to me, such as a bullet, or oncoming car. It also gives me an immediate sense of my surroundings."

"There is no evidence to support the notion that spiders..." Dr McCoy began to reply in a matter-of-fact voice.

"Remember, Erik was trying to create super-soldiers, not copy the abilities of a species," said Xavier as he pulled himself out from the desk. "That notion was solely Mr Parker's creation."

"You do realize the kind of impact this will have on the students," Jean said as she stood up. "Some of them already distrust Peter, they might think it's contagious..."

"Meanwhile others will want an upgrade," Dr McCoy continued for her. "I will talk with them. I'll tell them it is a procedure that should not be replicated."

"That's not gonna stop the onslaught of questions," Kitty muttered softly. "Jubilee said there are rumours flying around the place."

"Be honest with them," Jean shrugged as she placed a hand on her shoulder. "And it'll die down. Most likely in light of the ball next week."

"How about they go away _now!_" Kitty shouted as she swung her arm wildly, striking Jean in the stomach, causing her to be thrown off her chair. Kitty looked at her hand, shocked by what she had just done. "Jean I..." she began to mutter before tears choked her words in her throat.

"It's alright," Jean replied steadily as she got to her feet. "I've been hit harder in the danger room. But you sure can swing." Kitty sunk her face into her hands and started to sob.

"Can I be alone...?" she cried softly, "I...I don't think it's safe for anyone to be around me anymore..."

"Kitty we..." Xavier began as he placed a hand on her shoulder.

"_JUST STAY AWAY FROM ME!" _she shouted before tearing out of the room and down the hall. Peter took one look at the professor, who nodded his head, before going after her. He followed her as she veered left and right, showing more signs of increased physical capabilities. Luckily very few people where in the halls at that time, or they would have been body-checked.

"Stop!" he shouted as Kitty disappeared around a corner briefly, until he rounded the same corner. They had come to a dead end, and Kitty was slumped against the wall. He didn't know what to say, so he just sat down next to her and waited. And after several minutes, she spoke.

"Did you get sick too?" she asked.

"Very," He replied, "I couldn't see strait, I was vomiting and I had a nosebleed all night."

"How long before you stopped breaking things?" She said very softly, "How long before you had control?"

"Months," he said in response, "Doorknobs, dishes, cutlery, keyboard keys, nothing was safe."

"Is that what I have to look forward to?" she smirked as she looked up at him. He watched as her cheeks flushed red, and his heart began to race. He leaned his head in as footsteps echoed on the hard floor.

"Oh!" Aunt May exclaimed ass Peter quickly snapped his head back, strait into the wall. "I'm sorry I..."

"It's no problem," Kitty said as they both stood up rapidly out of embarrassment. "We where just uh...talking about..."

_**I don't think she'll understand the complete ramifications of the whole psychic linkage.**_ He tried to relay to her through their mental link.

_**Are you kidding, I don't understand! But I won't be able to keep the other half a secret.**_ Kitty smiled a reply. "As you've probably heard, I'm going through a few...changes," Kitty finished verbally, "and he was just offering me some pointers."

"I heard," Aunt May said warmly as she placed a comforting hand on Kitty's shoulder. "Bits and pieces, mainly from that John Storm."

"Figures it had to be him," Kitty muttered. "Cooking something up with Alex & Jubilee..."

"Look at it this way," said Peter lightly, "now you can really sneak up on them. And you'll never get stuck in hallway traffic again."

"I guess that's one perk," Kitty smiled as she turned to leave. "Excuse me webs, I've got a fire to douse." With that, she left, leaving Peter alone in the dark hallway with his Aunt, who was smiling.

"Is that her?" Aunt May asked.

"Hmm?" He replied.

"The girl from school. The one who you said was able to keep up with you during science class. Is that her?" Aunt May smirked as she folded her arms across her chest.

"Yeah," he replied as butterflies flew up in his stomach. "Kitty's the one from midtown."

"Well she certainly seems nice," Aunt May smiled as she uncrossed her arms and turned to leave, "I'm happy for you to have found such a wonderful girl, Peter."


	29. Chapter 29: Sausages

_**A/N: Who should Tony Stark hire for a 'black op' mission later in the story?**_

Chapter 29:

"You where right," Kitty said the next morning as she sat next to him at breakfast. "About the whole metabolism thing. God I'm starving. Hand over those eggs Rogue." She finished as she took a forkful of egg off of Rogue's plate and stuffed them into her mouth.

"Excuse me!" Rogue said in mock protest, "Now what am I supposed to eat?"

"You can have some of my sausage," Johnny smirked as he sat down across from her. "I've got a big one here, but if you want it, you'll have to go to that ball thingy. And then you'll get the sausage."

_**Eww,**_ Kitty remarked, casting a glance at Peter as she did so. **_That's something I won't get out of my head for a while. _**

_**Wanna humiliate him?**_ Peter replied.

_**How?**_ Kitty asked intently.

_**Challenge him to an arm-wrestle for his meal. **_Peter smirked devilishly.

_**I think I will,**_ she replied. "I'll take you up on your offer," she said, instantaneously gaining the attention of every male within earshot.

"Really?" said Johnny, perking up a bit, "I didn't expect that to wor..."

"_On_ the condition," Kitty interrupted as she brought her right arm to bear on the table. "That you beat me in an arm wrestle." She finished with a large grin, matched only by Johnny's as he raised his own arm.

"I'll take you up on your offer," Johnny replied with confidence. "and I'll pick you up at six." he finished as their hands intertwined. Peter watched as Johnny's arm muscles tightened as he pushed lightly against Kitty to no avail. He watched as Johnny pushed harder and harder, all the while gathering an audience.

"What's going on here?" Havok asked Peter in a low whisper.

"Torch and Kitty made a bet," Peter replied as he continued to watch.

"The stakes?" Jubilee asked as she came up between them.

"If he wins, she goes to the ball with him," Peter replied with a smirk

"Damn," Havok remarked, folding his arms as he did so, "wish I'd thought of that. I'd have gotten a date a long time ago."

"_When_ she wins she gets his breakfast," Peter finished seconds before Johnny's hand hit the table with a loud smack. Everyone cheered as Kitty took her prize with a large smile on her face, much to Johnny's shock. And Peter started laughing as Kitty playfully chewed on one of the sausages right in Johnny's face. The laughter soon garnered the attention of several faculty.

"That's enough," Jean hollered as she approached the small crowd around the table. "All of you, get ready for your classes." Everyone began to mumble incoherently as they began to disperse, allowing Jean to make her way to both Kitty and Peter. "Everyone except you two," she said, "the Professor wants you in the tac room."

"What'd I do?" Kitty smirked lightly as she stood up, smiling at her own victory.

"No idea," Jean replied, "he won't tell anyone. He just wants you two."

"better not disappoint," Peter remarked as he made his way into the hall. Seconds later Kitty caught up with him.

"broke my door handle this morning," she mused lightly.

"You can walk through walls. Why do you need to use a door?" He asked as they turned a corner.

"Why didn't you use your powers to make quarterback?" She rebutted, pushing him somewhat lightly on the shoulder. "Or Basketball team captain? Or hell, male ballet performer? Move up the social ladder of high-school and date a mega-hot cheerleader?"

"I don't think I'd move up very much with the last one," He replied as they rounded another corner. "And you don't think people would notice if a nerd could outstrip every single member of the football team?"

"To put them in their place, duh!" Kitty said as the light from the tactical room entered their sight. "It's what i'm gonna do as soon as possible. Gonna challenge every guy here to some sort of physical contest and beat them as bad as possible. I think I'll start with Alex. Pay him back for his repeated attempts to go out with me." She finished as they entered the room, which was populated only by Professor Xavier and Dr McCoy.

"I hope you will at least attempt to give the others a fighting chance," Xavier remarked with a warm smile. "A contest is no fun if all participants enjoy it, after all."

"But it never hurts to show off a little, professor," Kitty replied as she assumed a spot across from Xavier. Peter stood beside her, gaining a good vantage of the television, which was showing live news coverage.

"It seems," Dr McCoy remarked as he pointed to the screen, "that there has been fallout from this week's events."

"_...the deadly events that took place earlier this week outside the White House, our country's populace have become polarized on two separate fronts. Our President seems to have ignited an underlying issue within our everyday lives, and turned it into a firestorm. Many are calling for him to be removed from office effective immediately, while more say more action is needed on the Mutant front. In an attempt to quell this uneasy situation, Tony Stark had this to say."_

"_People who refuse to obey the law are criminals by definition. These Mutants refuse to obey the laws set by our government, who we chose. Therefore they must be dealt with extreme prejudice, and swiftly. Our country has never tolerated these acts of Terrorism, and it never will!" _Dr McCoy clicked the screen off solemnly as he turned to face the rest of them.

"This I never imagined," Xavier remarked as he folded his hands in front of his face. "We have gone from a witch-hunting to the brink of a national crisis that will split this country in two."

"Stark's reaction will be a violent one," Dr McCoy remarked, "along with Stryker's. Together they've got enough power to do whatever they please. No one can oppose them, really. Not while Stryker's got his Purifier army, and Stark's got every non-mutant superhero in his pocket..." He turned to face Peter and said, "No offence, my boy."

"None taken," Peter replied, "besides, I've met plenty of people who would agree with you."

"Are you saying," Dr McCoy said, almost sounding sarcastic, "that there really are others who disagree with Stark as much as us?"

"Sure," Peter shrugged. "Luke Cage and his 'heroes for hire' gang have had their fair share of disagreements with Stark. Daredevil and his lawyer buddy have actually tried to take the Avengers to court before for damage to public property."

"Really?" Kitty asked, almost sounding shocked.

"Yeah," Peter continued, "but it never went that far up the legal system. Someone squeezed the lawyer's office into submission."

"Bet that pissed him off," Kitty muttered before returning her attention to Xavier. "And your point for calling the two of us here is...?" She continued questioningly.

"Given the success of your last reconnaissance mission, I wish to offer you another." Xavier remarked as he uncrossed his hands and wheeled himself to the small table that rested against a wall, "One that is much less perilous and lengthy." he grabbed a series of papers off of the table and handed them to Kitty. "I want you and Mr Parker to make an appearance on the news. I want you to speak out against Stryker."

"I...won't it be dangerous...? With the whole world watching and..." Kitty said as she began to stutter. Peter placed a hand on her shoulder, doing his best to offer solace as Xavier's eyes flashed to him for the briefest of seconds.

"We will film the segment here and submit it to local news stations," said Xavier calmly.

"Isn't there someone more qualified...?" Kitty asked nervously, "like you or..."

"Kitty, you two are now the face of our cause," Xavier said passionately, placing a hand on her shoulder. "People saw what happened on television. They saw you try and save Mr Parker. Already people within our own community want to meet you two."

"What?" Kitty half-blurted as she rose to her feet. "I...I can't...no..."

"No one will force you to do anything," Peter cut in for her, as comfortingly as possible. "I'll do it alone."

_**No,**_ Kitty replied psychically.

_**I'm not going to make you...**_ He began to say. _Am I really saying it? Is a word only a word if it is spoken? _ He brushed these thoughts aside as Kitty cut them off.

_**And I've still got to make up for what happened in New York.**_ She interrupted calmly. "We'll do it together, professor." She stated verbally for all to hear, and was met with nods from the professor and Dr McCoy.

"We have prepared some things for you two to say," Dr McCoy remarked calmly as he handed small stacks of papers to both Peter and Kitty. "To avoid being accused of terrorist propaganda and the like. Legally at least, we can't stop the general public's opinion."

_**That won't be easy,**_ Kitty said with a half-smirk.

_**It'll be just like that science presentation back in October,**_ He replied with an equally large grin.

_**Didn't we almost get expelled for that?**_

_**The details are sketchy.**_

_**Is there anything you remember?**_

_**Doing all the work. **_

_**Bullshit. **_

_**And your 'Father' barging into the library and dragging you out. **_

_**I'll give you that one,**_ Kitty smirked widely in his direction.

"Ahem," Xavier coughed, getting their attention. He looked at them with a warm smile as he continued, "While I am glad you two are using your new-found abilities to their full potential, I suggest you attempt to cover up your blank expressions, or learn to multitask. Some may find it somewhat rude and feel ignored."

"...Sorry..." Kitty murmured quietly. "Is that all...? Because I've got a lot of work on my hands right now..."

"I understand," Xavier smiled lightly, "Between your schoolwork, this upcoming program and the dance you are to plan, most would suffer a mental break down."

_**Add in hearing someone else' voice in your head and realizing you can climb walls and...**_ Peter mused, knowing exactly how much pressure she was under.

_**That to,**_ she replied, "Now I've got to go. When do you want to record...?"

"Tomorrow," said Xavier. "As early as possible. I want to get it out so we can avoid as much of a catastrophe as possible."

_**Yeah, because getting shot at is a walk in the park. **_Kitty mused lightly as she stood up from her chair and made her way to the door. He followed, and soon enough they where in a secluded hall, all alone.

"You know," he whispered quietly, "I don't think I ever finished thanking you for fixing up my mask."

"We really should stop doing favours for one another," she replied as they both came to a halt. "We're gonna lose track eventually."

_**Fine then,**_ he half-smirked, **_I won't help you next time you get stuck on the ceiling. _**

_**That's not fair,**_ she replied with a grin, **_I don't know what I'm doing when I'm up there. I just need practice. And your help._**

_**I'll help you,**_ he said with a smile, **_because you asked nicely. And as far as favours, we'll just ignore them to save our sanity. _**

_**Sounds like a plan,**_ she replied, **_ Danger room at six tonight?_**

_**It's a date,**_ he finished as they both parted ways down separate hallways.


	30. Chapter 30: Training Day

Chapter 30:

_**Good,**_ Peter said as Kitty walked into the room, dressed in her full X-men uniform. **_You didn't blow me off. I got a little concerned for a minute there. _**

_**Nah,**_ Kitty replied casually as she stopped next to him. **_Just had to skirt around Havoc's fifth attempt to ask me out by telling him a lie. _**

_**What did you tell him?**_ Peter asked sarcastically. **_That you're going with me or something?_**

_**I told him I'm going with Rogue. **_Kitty remarked before doing a back-flip.**_ That got him to shut up pretty quickly. I figure it'll keep him off both my back and Rogue's for a while._**

_**Are you going with her?**_ He asked, almost frightened of her answer.

_**I don't go that way,**_ Kitty smirked, allowing Peter to be slightly relieved. **_Though that wouldn't stop the guys here from going for me._**

_**Now why would they do that?**_ He said, half-absentmindedly.

_**I though I was here to 'learn' how too use my new powers? **_Kitty replied intensely,**_ not discuss my dating life._**

"Sorry," he said verbally, "I tend to get lost in idle chit-chat sometimes." He picked up and exercise ball from the ground and said, "dodge," seconds before throwing it at her as fast as possible. He watched as she twisted her body, leaning backwards. The ball missed her skin by millimetres. When she came up, she was smiling.

"I didn't know I could bend like that!" she exclaimed, practically jumping on the spot. "I felt this buzz in my head, like when I was in the hospital. But this time, it kinda told my body where to go. I wonder just how flexible I am now..." she continued before doing a double back-flip. "And I never could do that before!"

"Well..." Peter said before snapping his arms up, and launching five bullets of webbing her way from his web-shooters. Each bullet was aimed at a different part of her body, and she managed to dodge them all by twisting her body into a dive.

"Now that's not fair," Kitty remarked as she pointed at his outstretched hands. "I don't have those. It's not fair for you to shoot at me when I can't shoot back."

"Well then..." he said as he reached to the table next to him and scooped up a pair of identically-wrapped items. With a simple motion, he tossed them to her as he said, "open these."

"Ohhh!" Kitty smiled as she began to unwrap one of the packages, "jewelry...?" Her smile tripled once she saw what was inside. He'd spent the last few hours building and modifying a second pair of web-shooters and developing more fluid. She looked up at him in shock.

_**Well you have the wall-crawling and extra-sensory abilities, so why not complete the package?**_ He asked innocently as Kitty strapped one of the web-shooters to her wrist and raise it to shoulder-height.

_**Payback's a bitch,**_ she said before pressing down on the trigger. A thin line of webbing burst forward towards him. He sidestepped with ease and returned fire, forcing Kitty into a sideways roll. She sprung up and sprinted towards him. He slipped to the side, and grabbed her arm and twisted her momentum into a body throw. She pulled him along, and they both landed in a heap on the ground.

Acting quickly, Peter rolled to his feet, regaining his senses just in time to avoid a spinning kick. He countered with a sweeping leg, but Kitty leaped high over-top of his body and landed behind him. She delivered a speedy punch to his abdomen, and he faked her out by doubling over and returning with an uppercut, which she blocked.

Peter felt Kitty's foot sail over his head as he crouched low and brought her to the ground with a tackle. She attempted to push him off, but they became locked in a stalemate. They both pushed hared as time went on, unwilling to give ground. Peter watched as a bead of sweat built up on Kitty's forehead and a smile escaped her lips. He edged himself closer to her as his blood began to flush to his face. He half-closed his eyes as he took in the scent of her skin. And that was when the door to the training room burst open.

"Ohh!" said Jean in a muffled tone as she and Scott stood on the spot, perplexed.

"Ohh!" Peter echoed as he hastily stood up, and Kitty followed suit. Peter's heart pounded in his chest.

"I'm sorry..." Jean mumbled as she nodded to her husband. "I though the place was empty tonight...no one booked it..."

"And that's why we're here," said Kitty, sounding slightly embarrassed. "I thought no one was coming and..."

"You wanted a little privacy," Jean interrupted with a smirk.

"No!" Kitty replied hastily, "I was...he was...helping me with...you know..." She continued to stammer. Finally she gave up and shot a line of webbing Jean's way. "How to use them," Kitty finished.

"Well that clears that up," Scott said as the corner of his mouth twitched. "by the way, I passed my brother on the way here. He had some interesting news for me..."

"I just said that so he'd stop asking me out," Kitty replied as she folded her arms mockingly. "It's getting annoying."

"Yeah well your plan's gonna fall apart once he asks Rogue about it, Sprite." Scott continued with a slight smirk, "Then what are you going to do?"

"Stick him to a wall," Kitty replied, "Along with every other guy stupid enough to ask me out."

"Every guy...?" Jean giggled. Peter could not help but feel her eyes flicker over to him for a brief second.

"Yes, _every guy. _Because I'm getting a little bit tired of telling them to piss off!" Kitty snapped. "Sorry," she continued, changing her posture to a more relaxed one, "I didn't mean to snap. I just..."

"I get it," Jean said as she smiled towards her husband. "I know what it's like to have every guy drooling over you. Seeing you as a prize, nothing more than something to be won. But then..." She paused briefly to place a hand on Kitty's shoulder. "You find that someone who makes it all worth it."

"And in the meantime," Peter offered jokingly, "I'll chase them off for you."

_**Oh yeah. Nothing's as frightening as a skinny guy,**_ Kitty smirked psychically.

_**I can lift cars over my head,**_ He replied.

_**And now I can to,**_ she said in response as she lightly smacked him on the shoulder. "Well, seeing as no training is going to happen now," she continued verbally, "I might as well turn in..."

"There's no reason you can't get your practice in," Scott said as Kitty tried to make her way to the door. "Danger room's free. Why don't the four of us go for a little simulation run?"

"I've had enough of the purifiers this week," Kitty muttered, "Pass."

"Sinister? Acolytes?" Scott offered up with a shrug. "We could turn Stryker into a punching bag..."

"Not that it doesn't sound like fun," Kitty replied with a slight smirk, "but aren't those sims a little below me now? I think I could take Stryker with one hand tied behind my back."

"Ten bucks says I know a team you can't beat on your own," Peter cut in.

"Yeah right," Kitty replied, "let me guess. The dinosaur and bird-man? Or that 'venom' guy you're so worried about?" It irked him that Kitty was able to throw those names out with such ease and carelessness.

"You wish," was his response.

Twenty minutes later, he could tell she was lamenting her words.

"I take it back!" she said as she dived for cover as the simulated green goblin threw a simulated grenade her way. "I want to fight the dinosaur and bird-man!" A loud cackle filled their ears as the goblin soared overhead on his glider.

"Tough," he shouted back. "You made fun of my rogues gallery. Now you've gotta fight them." He had convinced them to run a program based on the Sinister Six, a collection of some of his most dangerous foes, ranging from Mysterio to the Green goblin.

"At least help me take out Mr Happy!" Kitty remarked as a shadow passed overhead.

"Fine!" he replied with a tiny grin, "cover the glider engine exhaust with webbing. It'll overheat in seconds."

"That's it?" Kitty said as she readied herself, "nothing else but hit..."

"And watch out, Electro's coming," he said as he pulled her out of the way. Seconds later a blast of energy struck the ground. "More proof that you shouldn't make..."

"I get it!" Kitty interrupted. "Shall we dance?" She said as she looked from him to the sky, where the Goblin's silhouette could be seen.

"Gladly," he said as he readied his hands. He watched and counted down the milliseconds as she burst forward with incredible speed. Their motions where perfectly timed. Her foot hit his outstretched hands and he threw her into the air. She sailed like a bullet, right in the path of the Goblin Glider. He watched as a tiny speck launched itself from her wrist and along a path towards the glider.

The glider soon spiralled out of control, sending it's rider into a death spiral as Kitty landed cleanly behind him. Together, they watched as a plume of smoke erupted in the distance. And they shared a quick glance before a loud crash forced them both into action once more.

Running side-by-side, they sprinted through the simulated buildings towards the sound's source. And they found it as they rounded a corner.

Jean and Scott where being assaulted on three sides by Sandman, Shocker and Octavious. The three-pronged attack was wearing down on the two most experienced X-men, bit by bit. Peter nodded to Kitty as they split up. He launched himself at Sandman, while Kitty went for Shocker.

He shot blobs of webbing at Flint Marko's simulated eyes. The distraction served it's purpose, giving Peter enough time to launch a barrage of punches and kicks to the face. The sand giant soon toppled under his own weight, causing a cloud of dust to fly into the air as Shocker fell to the ground beside him. Peter looked up, and saw Kitty smiling triumphantly from atop a flagpole.

_**That get your mind off of 'other guys?'**_ He asked sarcastically.

_**For now,**_ Kitty smiled devilishly as she leaped to the ground. **_But I might still have to put the torch in his place. _**

_**Fine by me,**_ He replied with a smirk. **_I can give you the flame-suppressant webbing recipe if you want._**

_**Is there a stupid-suppressant recipe?**_ Kitty asked with a smirk.

_**Still working it out,**_ he said as they both headed for the exit.

_**I have confidence in you,**_ she said as she draped an arm around his shoulder and pulled him through a wall, creating a shortcut to both their rooms. **_Whatever you do,_** she said,_** don't tell anyone I did that. They'll never shut up about me helping them to classes and shit. **_

_**My lips are sealed,**_ he replied before he entered his own room and shut the door. As his head hit the pillow, all his mind's eye saw was her face, beaming back at him. That night in the warehouse played over and over again in his mind as he drifted off into a deep sleep.


	31. Chapter 31: Freezer Burn

Chapter 31:

"Well you look like crap," Peter remarked as Kitty sat across from him the next morning. "Rough night?" But despite her haggard appearance, he could not stop his heartbeat from quickening.

_**Shut up,**_ she mumbled halfheartedly.

"Didn't get much sleep?" Johnny asked from where he sat, taking a break from the conversation he was having with Psylocke. "You should spend less time with your girlfriend and more time sleeping. Just not..."

"_Shut up,"_ Kitty growled as she started to eat.

"So you really are going out with...?" Johnny began as a huge, smug grin crossed his face.

"Oh, that's really bad luck Parker," Psylocke said to Peter with a sly wink. "I'm free if you want to...you know..."

"I thought you wanted to go out with me?" Johnny stammered, flabbergasted and stumbling over his words. "Me, the human torch! The living ticket into any night-club you want and dater of the hottest chicks around, like you!"

"Alright..." Psylocke replied with a smile as she patted Johnny on the shoulder. "I'll take you back...sorry Parker. Try Megan." She finished with a wink as a distraction arrived in the form of Dr McCoy, who was carrying two folders filled to the maximum with papers.

"We're ready when you are," he said as he placed a hand on Kitty's shoulder.

"k," Kitty mumbled as she grabbed one last forkful before getting to her feet. Peter followed Dr McCoy closely, with Kitty falling into step beside him.

_**You sure you're okay?**_ He asked privately.

_**I'm fine,**_ she snapped bitterly, **_leave me alone. _**

"We set up here in the hangar," Dr McCoy said as they entered the large, warehouse-sized room. "We thought it would be best to avoid the presence of students. We also prepared your respective outfits, by cleaning and making repairs."

"Thanks," Kitty mumbled as Jean waved them over to her, where the camera equipment was being set up. As far as he could tell with his inexperienced eye, the equipment was top of the line.

"Here is the script I spent the night preparing for the two of you," Dr McCoy continued as they gathered their Uniforms and headed for the most secluded part of the hanger to change. "The professor believes that this footage will gain us a following and some support in congress." Peter could hear a sigh come from Kitty's lips.

"Whatever," she said as they both stepped out from where they had been changing. As he took in the familiar sight of Kitty in her X-men uniform, he could just see identical outlines on each wrist. He smiled her way, hoping to lift her downed spirits to no avail.

"Are you two ready?" Dr McCoy asked politely, with a hint of impatience. "Charles says that he would like us to send the..."

"If it's _so_ important," Kitty snapped harshly as she swatted him away, "why doesn't he do it himself?!" Dr McCoy's face reflected Peter's reaction to Kitty's harsh words. Everyone present stopped what they where doing and looked at her. "_What!?" _she roared angrily.

"What is going on here?" a man's voice shouted from the entrance to the hangar. Peter turned to see that it was Wolverine. Kitty paid him no attention however, simply storming past him. Peter attempted to follow, but was cut off by the feral X-man's arm. "Leave her alone, bub," he growled in a low voice.

"She just needs a little time to herself," Jean said soothingly from behind.

"Get out of my way," Peter snapped back aggressively. Then he stopped his train of thought. He pondered why he was being so harsh as he pushed Wolverine aside and ran down the hall after Kitty. He didn't know how he knew where to go, he just accepted it as he twisted and turned down the halls. He became so lost in thought that he crashed into Bobby Drake.

"Watch where you're fucking going!" Bobby snapped as he gave Peter a slight push. "You fucking bastard." Peter did not take those words to kindly in his aggravated state of mind.

"Excuse me?" Peter snapped back as he returned the push.

"I said, watch where you're going, dumb-ass." Bobby snarled threateningly.

"You wanna watch your mouth?" Peter growled as they began to circle each other like wolves over territory.

"I don't see Shadowcat around to defend you, bug-man," Bobby said with a mocking laugh, "you sure you wanna get your hands dirty?"

"I'll make an exception for you," Peter snapped as he balled his fists in anger, "and that's not her name, _Drake_."

"I've known her longer than you," Bobby fumed. "We've been friends longer. I'll call her whatever I please, and you can take your place _in line!_" He finished with a roar as he launched a punch for Peter's face. Peter was able to dodge with ease and returned with a pulled punch to Bobby's stomach. Years of training in hand-to-hand combat allowed Bobby to react faster than Peter imagined, forcing him to retreat several steps, out of the way of a strong hook.

A quick punch from Peter forced Bobby to duck, placing his head perfectly for a follow-up uppercut. The force of the blow knocked Bobby into the wall with a crash and broke his nose. The sight of blood was enough to snap Peter out of his mind' state.

"I..." he began as he approached Bobby and several people rushed into the hall.

"AAARRRGGG!" Bobby shouted as he spun around with his fist raised and charged Peter, who caught his fist with his bare hand. A very glaring error, as Bobby's skin became sub-zero in half a second. Excruciating pain lanced up Peter's arm as his hand turned a deathly blueish black colour, and he fell back in pain. That was the opening Bobby needed to land an unwavering series of blows to Peter's chest and face. Peter managed to ward off a few blows, but not enough to make a difference. Luckily, someone stepped in.

"_Back off!" _Peter heard Johnny shout challengingly, along with a distinct cackle of flame.

"You gonna melt me, flame-breath?" Bobby shouted as the air became much colder.

"Like the wicked witch of the west," Johnny replied. Through the heavy bruising on his face, Peter could make out blurry faces in a gathering crowd. Some, like Aunt May, where more recognizable than others. "Now I'll say it again, _back off."_ Johnny continued. Peter tried to move, but his limbs didn't respond properly. More pain lanced up his legs as he tried to stand.

"Bug-man and I have some unfinished business," Bobby snarled as he readied his fists, "so how about you go fuck yourse..."

"_**Enough!**_" Jean Grey shouted, using her telepathic abilities to amplify the power of her voice. Although he couldn't see their reaction, Peter assumed Jean's intervention had been enough to break thee two of them apart, as Peter felt a rush of heat approach his skin.

"You okay, buddy?" Peter heard Johnny ask. Peter replied with a grunt as he felt the feeling return to his arm. The only problem was the feeling was more pain. "Ouch man..."

"What's wrong with his arm?" Peter heard Aunt May ask in a worried voice as a rustle alerted Peter to the arrival of a newcomer.

"Severe freezing of live tissue," said the newcomer, Dr McCoy. "My guess is Mr Drake's arm was completely frozen at a dangerously low temperature for anyone to touch with bare skin. We need to get him to the infirmary." Peter felt something warm move under his shoulders and lift him up.

"Can you move your arm, Mr Parker?" Dr McCoy said into Peter's ear. Peter did his best to comply, but only succeeded in twitching his fingers slightly, and that took a lot of energy on his part. "As I suspected," McCoy remarked, "muscle stiffness in the affected area. But given his regenerative qualities, full mobility should return in a few hours." McCoy finished as Peter felt himself being set down.

"That's good news," Johnny said quietly.

"I agree," Peter muttered softly.

"Hey!" Johnny said in a mockingly surprised tone. "You're awake!"

"How do you feel?" Aunt May asked as she placed a hand on his forehead.

"Cold," Peter half smirked.

"What the hell where you thinking, getting into a fight?" Aunt May said in a demanding voice. "Haven't I taught you..."

"Ran into him by accident," Peter interrupted.

"And he just blew," Jean remarked. "no surprise there."

"Next question," said Aunt May, "what where you running for?"

"More like who was he running after," Johnny grinned as he smacked Peter on the shoulder lightly. "Am I right or am I right?"

"Funny," Peter replied, "How long until my arm heals?" he asked.

"I knew it!" Johnny remarked as Dr McCoy flipped through several papers.

"Three or four hours before mobility returns," he said. "But I would advise against getting into more fights for another day or so." Dr McCoy continued, before his smile turned into a scowl, "Now I must deal with Mr Drake and advise him on the use of sub-zero temperatures. Don't use that arm unless necessary, Mr Parker." With that, he walked out of the room, followed by Aunt May and Johnny. Jean was the only one to stay with him.

"She got an email from her mother this morning," Jean said sympathetically. "That's why she ran off."

"How do you know that?" Peter asked her.

"All incoming and outgoing emails are monitored by our security system. I happened to see the flagged email." Jean replied as she folded her arms across her chest. "As far as I can tell, her mother split up with her father. I think Kitty went to Illinois to see her. She took one of the jets."

"Then..." Peter began to say as he rose out of the bed.

"No," Jean interrupted as an invisible hand pushed him back down. "You aren't going anywhere until tomorrow. Doctor's orders." She finished before getting up and leaving, turning the light off as she did so. As soon as he was sure she had left, he got out of the bed.

He silently wound through the halls towards the Hangar bay, which had been emptied in the last half hour and was now completely dark. As quietly as possible he approached the open ramp to one of the jets.

"Told you he'd be an idiot and do something stupidly romantic," Johnny Storm remarked as he appeared from inside the jet wearing casual clothing and a cocky grin.

"No, I told you he was _thinking it,"_ said Jean as she floated down behind Peter. "What did I tell you about doctor's orders? And how where you planning on getting to Illinois?"

"By flying," Peter replied as he waked past them and into the jet itself.

"you'd crash before you got out of the hangar," said Jean with a warm smile across her face as they followed him inside, "I'll fly. You two knuckleheads watch and learn from the mistress."


	32. Chapter 32: Family ties

Chapter 32:

"So tell me again why you're going after her when you've just had your arm frozen?" Johnny said as he cast a smirk towards Peter from his seat. They'd been flying for an hour already, using the tracking beacon that was on the jet Kitty had taken to home in on her location. As far as they could tell, she was heading to Ohio.

"Like you've never done something crazy like this before, Torch?" Jean remarked from the pilot's seat.

"Well..." Johnny began to mumble mockingly, "yeah...kinda. Me and webs took the Fantasti-car out for a joy ride once. Then we ran into one of Doctor Doom's 'take-over-the-world' schemes."

"You'll have to tell me about that sometime!" Jean replied with a grin.

"I just did!" Johnny continued, "we literally _ran into_ it. With the car. Huge explosion. Really pissed off..." Peter watched as Johnny's jaw twitched as he nearly said 'Sue.' It gave him a reminder of how much Johnny had given up for him in the past few weeks, and how little he had to offer.

"How about the time Mole-man buried your car?" Peter said jokingly in attempt to lighten his friend's mood, "Man you where pissed!"

"I still haven't gotten all the dirt out!" Johnny replied with a small smirk. "And you're avoiding my question," He finished.

"She's a known member of the X-men," Jean cut in. "Therefore every law enforcement agency will have her picture. Us following he is just a precaution, I just volunteered myself instead of Logan."

"But why's _he_ going is what I asked," Johnny said as he folded his arms.

"I can't help but feel responsible for her current mental state," Peter replied quickly. "And I still owe her after all that happened."

"I thought you two agreed to stop keeping track of favours between one another?" Jean asked, craning her neck to face Peter briefly, "I was on security detail that night. I saw and heard everything."

"Do you have nothing better to do than listen in on private conversations?" Peter remarked, half embarrassed, half angry at the breach of privacy. "And what if someone is getting changed in their room?" he asked, "you get to see them full-frontal n..."

"Hang on," Johnny interrupted with a sarcastic chuckle, "sounds like security might be my kind of job! Hehehe..."

"In your dreams," Jean replied, "no video in the rooms. Only audio, unless the occupant make a request to have it shut off."

"Hang on..." said Johnny, "you mean..."

"Co-incidentally, Braddock was on duty last night," Jean smiled playfully, "and we had an interesting conversation about you this morning."

"_Shit,_" Johnny replied as he buried his face in his hands and turbulence rocked the jet. "What the hell was that...?" He asked, completely forgetting him embarrassment.

"Buckle up," said Jean as her grip tightened on the controls. "We just hit the front of a storm cell. Looks like it's gonna be a bad one, I'm putting her down now."

"How far away is..." Peter began, but Jean cut him off.

"Three miles. We can hoof it before the storm hits us to hard," She said.

"Dammit," said Johnny as the jet began to descend, "I sizzle in the rain."

"Suck it up," Peter replied, "Do you have any idea how cold it gets when I'm swinging through the city?"

"It's your own dam fault for wearing skintight clothing!" Johnny shouted back as the jet landed in a clearing as the rain began to come down in heavy drops. Having already changed into civilian clothes, Peter readily slipped outside the jet as soon as the ramp was lowered. He cursed himself for not wearing a raincoat, as the heavy drops began to soak him to the core as the three of them headed for the city.

"Can't you deflect the rain with your mind?" Johnny said as his voice shook.

"I don't think that's a good idea," Jean replied as the rain intensified. "It would put a strain on me. And every time I put strain on my powers I risk losing control of them."

"And lemme guess," Johnny said with chattering teeth, "that's a bad thing?"

"Well imagine all of reality being undone in the amount of time it takes you to blink," Jean smirked as they darted from tree to tree. "That should give you some idea of what could happen should I lose control."

"Duly noted!" Johnny smirked as they quickened their pace towards the outskirts of the rural area of the city. At a light jog, they covered three miles in less than an hour, only for Johnny to point out the obvious to them. "Either of you have the slightest idea where we are going?" That stopped Peter in his tracks. He should have thought ahead and gotten the slightest idea where Kitty was going. Luckily, Jean had him covered.

"Parker," she said in a commanding voice. "Tap into that connection of yours. We can co-ordinate with my telepathy and track her down that way. Doing as he was told, he reached for that deep, unfamiliar place in his mind. Almost instantly, he could feel another, powerful presence. He felt his mind expand and cross a great distance in no time at all.

_**Found her,**_ Jean's voice echoed coolly. **_Follow me._** They did, for a further half an hour they walked. Numerous times they passed police cruisers, and they tensed up for every one of them.

Finally, they stood in front of a very plain-looking house. Two cars where parked in the front driveway and a light was on in the kitchen.

"Are you sure she's inside?" Peter asked wearily.

"As sure as I am that you're standing in front of me," Jean replied as she stepped closer to the house. And that's when his spider-sense blared, and he leaped high into the air, out of the way of an imaginary attacker's blow.

"Why so jumpy?" Johnny smirked at him.

"I...I thought someone was..." Peter began, before the front door of the house exploded in a shower of splinters. Two figures brawled in the middle of the street. One was large and beast-like while the other was feminine and unyielding, and both were trading deadly blows.

"Kitty!" he shouted as he burst forward, recognizing the auburn hair and unmistakable slim physique. He rammed the larger figure with his shoulder, sending it flying into a nearby car. His injured arm protested in pain as he twisted to face her. _**Are you alright? **_He asked.

_**I didn't ask for you to follow me,**_ she snapped back as she pushed past him, **_ And I'm gonna rip his head off for what he tried to do to..._**

"How cute," Kaine snorted as he got to his feet. "I knew about your little accident, _brother._ But I never knew how deeply your connection with the girl ran. And I wonder what other changes will be brought about?" Almost instinctively, Peter's eyes darted to Kitty's wrists, which showed distinctive six inch bulges on each wrist. He also saw past her shoulders to see a man and woman clutching each other tight in the hole created by the fight. His spider-sense blared as he rolled to the left, avoiding a slashing strike from Kaine.

Peter rolled to his feet and kicked off into the air, leading with a mighty kick that Kaine avoided with ease. Peter backpedalled to avoid a countering punch, which diverted Kaine's attention long enough for Kitty to sweep Kaine's legs out from under him.

_**And what is it he tried to do?**_ Peter panted in the brief respite.

_**Kidnap me.**_ She replied,**_ gave some crap about making a 'superior' species._**

_**Does the genetics racism have no end?**_ Peter growled lowly as Kaine got to his feet.

"As you two have no doubt discussed through your telepathic connection," Kaine gloated mercilessly, "All I want is to create a world without weakness."

"With you at it's helm?" Kitty shot back aggressively. "As if. The world already has a supposed 'homo superior' ass hole. And speaking as a member of that species..."

_**Don't refer to yourself as a 'species,' **_Peter cut in,**_ it makes you sound like you're sub-human. Which you're not._** His brief monologue gave Kaine enough time to launch himself forward towards Peter, who was to distracted to evade in time. Luckily Kitty was on the ball and intercepted.

"...I don't like to be threatened." She said coldly as she drove her fist into Kaine's stomach. Peter watched as Kaine flinched in extreme pain, and he felt the waves of emotion that radiated from Kitty as she withdrew the six-inch spike from his body. _**I...**_ she stammered as she stumbled backwards. Peter reached an arm out to her as the woman standing in the splintered house rushed forward past the downed clone, who was being restrained by Jean's telekinesis. The woman wrapped her arms around Kitty as the man darted forward.

_**These your parents?**_ He asked her softly, recognizing them from her memories. But before he did anything, he wanted to be sure.

_**Yes...**_ she replied, **_don't let him come any closer.._**

_**On it,**_ he said as he released her from his arms and stepped forward to intercept the man. "Are you Carmen Pryde?" Peter asked in a seemingly warm tone.

"I..." The man replied in a hurried tone. "Yes..I.." Peter calmly slammed his fist into the man's jaw, sending him to the ground in shock and pain as blood pooled from the corner of his mouth. "what was that for..."

"You know dam well what that was for," Peter snapped, "You don't get the right to talk to her after what you did ass-hole."

_**Parker, Pryde, **_Jean called out telepathically as sirens sounded in the distance. **_We've gotta go now! I'll handle the knockoff until we get proper restraints back at the mansion. But Pryde, you're gonna have to fly._**

_**A/N: Sorry for the long delay. I just needed to take a little break from this story. Don't worry though, I'm getting back into the swing of it. Hopefully 1 chapter/week.**_


	33. 33: Things are going swimmingly

_**A/N: Contains mild female nudity.**_

Chapter 33: Katherine Pryde

"Freaks like you aren't going to get to me," Kaine snarled as he fought against the chains that restrained him against the wall. "I will get out of here. You cannot chain the hunter. But you already knew that."

"Be that as it may," Dr McCoy said calmly as he examined the computer screens in front of him. "One cannot help but look at the irony of our situation. The hunter has been captured by it's prey, as it where."

"You think you're smarter than me?" Kaine roared viciously, "I'll show you!"

"I would challenge you to a battle of wits," Dr McCoy smirked as he glanced towards Kaine. "But it would seem that you are unarmed." He paused before turning to face Peter, "no offence Mr Parker."

"None taken," Peter replied from where he stood next to her. She felt his arm rub against her shoulder comfortingly, but she paid him little attention, instead focusing on her own body's changes. The fact that a weapon had protruded from her body scared her to her very core. How could anyone know what she was going through? Who could she go to? The most obvious answer stood right beside her, and Kitty knew that eventually they would talk about it. But there where so many other questions she had that where left unanswered, and they swirled around in her mind, refusing to be quiet. Luckily, her inner pleadings did not go unanswered for long, as Jean smiled at her from across the room and indicated she follow her outside.

"Spill," Jean said as soon as they where alone in a deserted hall. "No one else will know what we say...minus the obvious exception of course."

"I..." Kitty muttered, unsure of herself. "I dunno why I ran away today...I just..."

"Your mom reached out to you after all these years, " Jean smiled lightly as she placed a hand on Kitty's shoulder. "That's not something that happens as much as I'd like it to around here."

"Hmph," Kitty snorted. She hadn't said a word to her mother during the long flight back to the mansion, and only shared a few snippets of sentences before being ambushed by Peter's clone. Somehow, the monster had avoided her new-found extra-sensory perception. Although she didn't yet possess the confidence to attempt to dodge gunfire, she knew she should have received some warning. _Maybe it's got something to do with the fact that it's Peter's clone. I don't think I'd ever view him as a threat._

"No, I don't think you'd ever see him as a threat," Jean said with confidence and grace that few could match. "I'm ninety-nine percent sure that you're the one who started pulling him into our little world. And probably the only thing anchoring him here when he could be busting heads at political rallies."

"Stay out of my head," Kitty snapped back.

"I don't have to delve inside to know what you're thinking," Jean smiled lightly. "But that's not the real issue here and now. And I think it would be best if you said it out loud."

"I...I uh..." Kitty stuttered as she began to pace. "Where do I begin?" she said as she locked eyes with Jean. "I get locked up...I stay here for four years on end, all cooped up with everyone else after learning exactly how cruel the world can be. After those four years, I get trusted enough to lead an undercover mission to go recruit Spider-man. So I do that, I go out in the public. I go to high school, take classes, see if I can find him. On the side I meet a nice guy and we talk and stuff. He's normal, unlike me. He treats me better than almost everybody I know. I meet spiderman. Again, nice guy, he saves me a couple of times. Hell, _I kissed him_. I get confused, who do I like more, Peter Parker or Spiderman? Then, life throws me a fastball that's on fire and about to explode. Turns out they're the same person. He saves my life again, nearly at the cost of his own!"

"So you're wondering who you've got feelings for?" Jean asked her, "Peter Parker or Spider-man? I can't answer that for you," Jean continued, "but I do know that to my knowledge, he's never called you _shadowcat. _And you're probably the only one of us who doesn't think about him as Spider-man."

That notion struck her. She hadn't thought about it like that. Ever since becoming an official member of the X-men, people had used her codename interchangeably with her real one so much that she hardly noticed it anymore, even though it slightly bothered her. She thought back to their conversation after she had been outed as a mutant.

_"Is that the only reason you wanted to talk, to be friends, because you knew?"_

_"I haven't known for very long."_

"Now," Jean smiled as she wrapped an arms around Kitty, "How about we go have a talk with your mother. I'm sure that's what you need to distract you from this mess." She continued as they walked down the hall, "Last I saw she was in the common area with Ms Parker." The two of them twisted and turned down the hallways until they reached the common area.

"Kathy!" her mom squealed as she leaped from the chair she had been seated in and rushed over to her daughter. Kitty winced slightly as she felt her mother's arms drape around her. "I'm so sorry I..." she sobbed. "I watched the news and...I..."

"Should've called?" Kitty snorted. "Written, shown up, something?"

"I didn't know what to say," her mother replied honestly. "Neither did your father. You have to understand...it was hard for us..."

"_Really?"_ Kitty scoffed sarcastically as she crossed her arms. "It's been hard for you? How hard has it been, mom? Did you get forced out onto the street with only the clothes on your back? Did you get labelled as a menace to society as you know it?"

"I...I..." her mother muttered, completely flabbergasted.

"You weren't there when I needed you," Kitty snapped harshly. "Remember how I called you two years ago, crying? When you didn't bother to answer the phone or call back? Wanna know why I called!" she finished with a vengeful shout.

"Kitty!" Jean cut in aggressively.

"No, Jean!" Kitty replied harshly, "I think she needs to know about the time I was almost raped. Or how about when I was shot recently? I was within an inch of death and she didn't bother to call. Not once."

"What was I supposed to say?" her mother cried out. "After all that time, what am I supposed to say? What is your father supposed to say? We watched the news when it showed that chase. We knew it was you. When we saw what happened at the rally, your father almost hanged himself! So tell me, what am I supposed to say?"

"I don't know!" Kitty snapped bitterly, "Something motherly! Tell me it's gonna be alright! Everything will turn out okay! Give me a fucking hug!" she finished before turning on the spot and exiting through a wall. She made a beeline for outside, passing through furniture and students alike until she felt the breeze on her skin. She continued walking until she reached a large tree by the pond. With extreme ease, she ascended to a large branch that hung over the water. She marvelled at what direction her life had taken in the last year. _**I used to have a crush on Spider-man when I was sixteen, **_she thought with a smile. _**Now I kinda am spider-man...or spider-woman. **_

_**Well this is slightly awkward,**_ Peter's voice rang out in her head, and she spun her head around to see him at the base of the tree. She watched as he climbed up the tree, taking note of how careful he was with his left arm.

_**What's wrong with your arm?**_ She asked as he finally pulled himself up beside her.

_**Hmm?**_ He replied, **_it's a gift from Iceman. We kinda got into a bit of a fight after you left. I'll be fine, how about you? How are you doing with this horrible mess called life?_**

_**That ass-hole...**_ she muttered. **_Xavier told him he could seriously hurt someone if he isn't careful._**

_**It's nothing, **_Peter said with a shrug. **_Lets drop it and get back to my original question. _**

_**Aside from today's events, **_Kitty smirked, **_not as bad as you'd think. I got to live out the dream of most students here. My mother came for a visit. And I blew it by shouting at her. _**

_**Well at least you get the chance to say sorry,**_ Peter replied as he folded his arms across his chest. **_That's something you should be grateful for, Kitty. After all, we could all die tomorrow for all we know. So enjoy the good things while you can. _**

_**I try to, **_Kitty said.**_ Whenever I got upset I used to come up here and think. And sometimes I'd go for a swim to cool off after dark. _**

_**And security never caught you?**_ Peter said with a smirk. **_Walking around in your bathing suit?_**

_**Walking through walls comes in handy every once in a while,**_ she replied with an equally large smirk. **_And I skinny dipped. _**

_**Now this just got interesting!**_ Peter laughed as he stood up, precariously balancing himself on the branch. She watched as he tore off his shirt with one hand and toss it onto the rocks below. He then leaped off the branch with a single bound and splashed into the water, surfacing seconds after being submerged. **_Come on in!_** He said as he began treading water, _**Water's great!**_

Kitty smiled as she removed her shirt and pants, tossing them onto the rocks like Peter had. She followed his lead as she dived down. She hit the water with a splash, only to feel her bra slip off on impact. _**Oh god!**_ She shouted as she wrapped her arms around her chest in shock._** Why did I let you talk me into this!**_

_**What? Why? **_Peter asked as he swam closer to her.

_**Gah! My bra slipped off! Don't look at me!**_ Kitty half-snickered as she began searching for her lost undergarment through the opaque water. **_I can't find it!_** She said as her searching came up fruitless.

_**Hold on,**_ he said as he dived downwards. He came up ten seconds later, this time with her dripping wet bra in his outstretched hand. **_Here you go,_** he finished politely as he handed it to her. _**Don't worry, **_he said as he turned around,**_ I won't peek. _**

_**You're damn right you won't, **_Kitty said as she slipped her undergarment back on. Then she slapped the water, sending it flying towards Peter. **_And never do that again! _**She finished with another splash.

_**You just got me wet!**_ Peter laughed.

_**You're in the water, what'd you think would happen?**_ Kitty replied as he splashed her back. **_Oh that's it, bugman!_** She snickered, _**you are gonna get it! **_They splashed simultaneously, causing a large crash to echo and hide the footsteps of the newcomer.

"What in the hell are you doing, Shadowcat?" a gruff sounding Logan grunted as he neared the water's edge. "Put some clothes on and get inside!"

"Logan I..." Kitty muttered as she swam to the rocks.

"No excuses, Shadowcat," Logan snapped as he crossed his arms. "You're gonna pull double laps tomorrow. You know damm well that Xavier..."

"Alright!" she shot back towards the feral mutant. "I know, I know...I just..."

"Got pulled in by me," Peter lied while he continued to tread water. "I had no idea. If I did, I wouldn't have..."

"No excuses bub," Logan grunted roughly before leaving, "I expect better from you in the future. That goes for both of you. Now get inside before curfew comes into effect."

_**Buzzkill,**_ Kitty muttered, as she slipped her clothes back on, and Peter did the same beside her. Swimming had actually distracted her enough from the day's events to almost banish them from her mind. Extra laps weren't the worst punishment Logan had ever dealt out to her, but they where far from welcome on top of everything else.


	34. 34: Dangerous dreaming

Chapter 34:

"One question," Jubilee asked as Peter followed Kitty into the common room. "Why are you two soaking wet?"

"We where sitting in the tree and the branch snapped," Kitty replied as Peter sat down on one of the plush chairs in the corner.

"Liar," Rogue smirked from the couch. "Your clothes aren't wet enough for that. You two went for a swim in the pond!"

"You know that's against the rules!" Jubilee exclaimed excitedly, slapping the chair with her arms as she did so.

"Something tells me she wasn't paying much attention to the rules," Rogue said with a grin. "That her mind may have been on something else. Or someone else. Same with his."

"You're hilarious," Kitty remarked as he watched a grin form at the edge of her lips. "Change of subject, did Havok catch on to that bit of underhandedness?"

"Yep. And he's pissed about it," Rogue said with a chuckle. "Though he got over it real quick when he learned Moonstar was available. In fact, he probably jumped at first mention of the fact." she continued as her grin grew larger.

"She still agreed with the knowledge that she's his third choice?" Jubilee asked questioningly, "did she hit her head or something?"

"Please," Kitty said with a grin, "we all know she's over the moon for him."

"Pun intended?" Peter asked, earning a chorus of laughter in response.

"Good one sugar!" Rogue replied, giving her chair a slap in laughter. Once her fit subsided, she asked him, "Who you planning on taking sugar? 'cause I'm available at the drop of a hat if you need."

"I'm sorry," he replied with a shake of his head. "I'm not even to sure of what you're talking about. I know there's some sort of ball thing going on, but that's it."

"That's it in a nutshell," Jubilee said frankly as the corners of her mouth twitched. "A couple of years ago Xavier started holding this big shindig for Alumni, friends and family of the students. Those who come, anyway. He throws a pile of cash at it, hiring bakers, waiters, decorators and a live band." she finished with a slight sigh, "I'm sure he means well and all, but not everybody gets their family to come. That can get kinda depressing. But anyway, who you going with?"

"I dunno," Peter replied as he scratched his head. "Dating opportunities are thin on the line for someone with my schedule. Even when I'm not public enemy number one."

"So..." Rogue said in a pondering tone, "no love for the amazing spider-man? That's gotta suck big-time." she continued with a smirk, "I think someone needs a hug. And a kiss. And a good long..."

"_Rogue_!" Kitty cut in hard. "Are you forgetting that you could seriously hurt him if you did that?"

"Jealous much?" Jubilee said gleefully, "I would be, if I was like, an old woman like you two!"

"I'm not jealous!" Kitty replied aggressively, "I just think she should be careful."

"Well then," Rogue smirked as her eyes flicked to Peter, "why don't we ask him? Then he can choose."

"There's nothing to choose!" Kitty said defiantly.

"Your move, Parker," Rogue said with a devilish grin. "You've got two potential dates for Friday night's ball. Me or Shadowcat. Now pick one."

"Neither of you get to go if you get caught out past curfew," Jean grey said as she stepped out of the elevator. "Which is in five minutes. Parker, I need to talk to you privately." She finished as Peter, Jubilee, Rogue and Kitty stood up, almost simultaneously. Peter stayed behind while the other three departed.

"_Ooooooh_..." was Jubilee's final remark as he gulped.

"I'm not in trouble, am I?" he asked as he folded his arms across his chest, somewhat defensively.

"No," Jean replied with a slight shrug, "not with me at least. You may want to watch out for Logan though. He might be on the warpath after catching you two doing what you where doing."

"You know?" Peter asked disbelievingly as his arms fell to his sides.

"I was the first he told after coming inside. He wanted me to knock some sense into Kitty," Jean continued as a wry smile crossed her lips. "Not that it'd do much good anyways. Once she's got her mind set on something..."

"She'll move heaven and earth to do it," Peter finished her sentence for her.

"Exactly, the thing is, she sometimes needs a push in the right direction to know what she wants. I think you two are like-minded in that regard." Jean said as her face turned into a slightly more serious expression, "But enough of that. Tomorrow Dr McCoy wants to put Kitty through her new paces, test her limitations and such. The thing is, you're the only one we can compare her to."

"Okay," Peter replied, "I'll be there. Though this could have waited until..."

"Secondly," Jean continued as her expression became even more serious, "I'm only going to say this _once._ Kitty has been hurt very badly by the two men who have gotten the closest to her. If you ever do _anything_ to intentionally hurt her in any way. I will make you live out the rest of your life thinking you are a pig, understand?"

"I..." Peter began, unsure of how to continue.

"Good," Jean smiled before turning to face the door to her own room. "Now get some sleep. Tomorrow's gonna involve a lot of setting up for Friday. And I'm sure you'll need to find something relatively decent to wear."

"Jeans and a t-shirt doesn't cut it?" Peter said sarcastically.

_**No,**_ was the response he got.

...

"Your move Parker," Rogue said with a devilish grin. "You've got two potential dates for Friday night's ball. Me or Shadowcat. Now pick one." Kitty felt her eyes flicker towards Peter's face for the briefest of seconds, almost scared he might actually answer. _What's the worst thing he could say?_ She thought.

_Yes or no,_ a small voice in her head replied.

"Neither of you get to go if you get caught out past curfew," Jean grey said as she stepped out of the elevator. "Which is in five minutes. Parker, I need to talk to you privately." She finished as Peter, Jubilee, Rogue and Kitty stood up, almost simultaneously. _Thank god,_ Kitty thought as she slipped through her door and entered her room. The day's events had taken their tole on her psyche and all she wanted was sleep. Without a word, she slipped of her wet clothes and into a pair of blue pyjamas and sat down on her bed, her head hung low.

_The hell is wrong with me?_ She thought as she looked down at her wrists. _I've gone from a c-list member of the X-men to A-list and it's like I don't even care. _She looked up, only to find Peter staring back at her. She blinked, realizing she was staring at one of her many posters of 'Spider-man' that she had collected over the past three years.

_ "What'n the hell is all this shit?" Logan asked as he stepped through her open doorway a sticking her posters to the walls she was busy sticking a poster to the wall, "Please tell me aren't listening to some shit-assed boyband crap."_

"_Gawd Logan, get with the picture," she giggled as she turned to face him. "It's Spider-man! The latest superhero sensation!"_

"_You don't even know what he flamin' looks like!" Logan grumbled as he crossed his arms. _

"_I bet he's got super dreamy eyes," she continued in her dreamy voice, completely oblivious to Logan's unimpressed attitude. "Ocean blue. And bright blonde hair and really cut muscles and..."_

"_Whatever," Logan grunted before he turned around and left. _

She smiled as she tried to recall what her fantasy Spider-man looked like. He still had the eyes, but the hair disappeared and was replaced with brown. The bodybuilder physique changed into that of a swimmer or gymnast. And the deep, seductive voice changed into a kind, caring and gentle one that belonged to Peter Parker. That was the image she closed her eyes to. She soon fell into a dream world that was all her own.

The sun shone brightly overhead, casting a bright light over everything she could see. The sound of birds singing filled her ears, as did the laughter of her friends, who where sitting on a nearby grassy hill. She ran over to join them in their playful banter. Jean had Scott resting his head in her lap as Rogue sat across from them, smiling as Alex and Bobby vied for her attentions in an arm wrestle. In all honesty, the scene around her was perfect except it was missing one component that would make perfection into glory.

"Hey beautiful," a voice said from behind her as soft but strong arms wrapped around her waist. She felt hot breath press against her cheek, preceding the caress of warm lips against her skin. She looked down at Peter's hand's admiring the contrast they made with the blue sun-skirt she was wearing. "You gonna let me see those radiant eyes?" She complied with his wish turning and locking eyes with him.

Time seemed to slow down for her as the two bodies leaned forwards and locked lips in a tight embrace. She felt fireworks explode in her mouth as the kiss became deeper and more passionate than anything she had ever experienced before.

_**I love you, **_she said as they finally parted, and she found herself staring into his eyes once more. She paused briefly, pondering the fact that she had never said those words to a guy before. Yet she was happy she was saying it to him.

_**I love you more, **_ he said as he picked her up and spun her around, never taking his eyes off of hers. They entered a world all their own as they continued to twirl in circles. Until a large black hand swatted them both and sent them flying. She felt herself hit the ground and roll to her feet. She looked up and found herself facing a ten foot monster that looked like it had stepped out of a child's nightmare. The creature's skin was slimy and black. Large fangs protruded from it's jaw, along with a large tongue that lapped at the edges of it's mouth.

Without a second's thought for her own safety she charged the beast, ready to knock it into next week. A large hand swatted her side and knocked her into a nearby rock as the creature roared in response to Peter tackling it from the side and delivering a uppercut to it's jaw. The creature threw him to it's feet as Kitty got to her feet. She charged forward as the creature raised it's hand for a fatal strike to the dazed Peter between them.

The blow never came close to hitting, as she delivered a mighty kick to the monster's abdomen. The creature remained unaffected, grabbing her by the throat as a wicked smile crossed it's lips. The oily skin began to shift and change, forming into thousands of tendrils that shot towards her. Kitty only managed to catch a quick glimpse of the monster's real face. A horribly twisted female face stared back at her. Powerful yet frightening and twisted.

"_He's mine!"_

Those words were followed by complete and total blackness that forced her awake. Sweat drenched her sheets and her chest was heaving heavily. She could feel solid lumps in her wrists as she cast her eyes around for any real threats, as her head was buzzing, alerting her to danger. But she could see none.

Still slightly shaken, she slipped out of her bed and approached the wall that seperated her room from Peters. She pressed herself through the wall silently and entered his room, greeted by a twisting and moaning body.

"...Venom...no...kitty...give...back...kill..._arol, no!_...Uncle Ben...failed..."

_**A/N: The plot thickens! Someone has it out for Peter Parker! (okay, a lot of people do but regardless) leave your opinions in the reviews section, and be sure to check out the revised first chapter of Spider-man: New World and my profile!**_

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_**didn't save a last minute change!**_


	35. Chapter 35: Shadow-Spider

_**A/N: Please see my profile, there is a poll in which I have left it up to you readers to decide how graphic an upcoming chapter gets. **_

Chapter 35:

_**I don't understand why I have to do this,**_ Kitty muttered psychically as she walked beside him down the hall. Peter couldn't help but admire the new muscle definition that was most certainly a by-product of the transfusion. And if didn't help that she was wearing exposing workout clothes. He also noticed that she had clipped her own web-shooters to her wrists, and wrapped workout tape over them.

_**It might be a good idea to know your limits,**_ he replied with a shrug as they turned a corner. **_At least you get to learn the easy way. I had to learn by having cars thrown at me by a raving lunatic with a vendetta against me._**

_**A lot of people have a vendetta against you,**_ Kitty replied with a smirk as they entered the danger room, which was already occupied by Xavier, Jean and Beast. A multitude of machines had been set up rather hastily.

_**Must be my magnetic personality,**_ he shot back, earning a slight giggle for his efforts.

"Good," Xavier chimed as they approached, "right on time. As I explained earlier, the purpose of today is to..."

"See what I can do, yada yada," Kitty replied with a slight shrug. "Make sure I don't break anything else, or anyone else by accident and see if I can take Colossus in an arm wrestle yet."

"In layman's terms," Dr McCoy said with a tilt of his head, "Yes. In a way, first and foremost. I must admit to my ulterior motive of wishing to see the physiological changes that occurred to your body and determine if they are indeed a 'one-time upgrade' of sorts, or a lasting series of changes that will occur as long as you live."

"Yeah," Kitty replied, "the yada-yada stuff. What do you want me to do, bench-press a car?"

"In a way," Dr McCoy said as he motioned to one of the machines. "This is one of the machines we used to assemble the Blackbird. It can press down with a force of up to five-thousand psi. The method is crude, but it's all we have. So, if you please," he finished as he indicated where Kitty should stand underneath the machine. Peter watched with anticipation as Dr McCoy's fingers lightly danced over the controls. The machine started up with a loud _whirr_ as the pistons began to move downwards to the waiting Kitty, who braced herself against the machine, forcing it to stop it's movement.

Seconds ticked by and nothing happened. Then minutes. Five minutes. Ten minutes.

_**How're you holding up?**_ He asked, careful not to break her concentration.

_**I'm definitely starting to feel it,**_ she replied with a grunt. "What am I at?" she asked.

"The equivalent of twenty tones," Dr McCoy replied as shock spread across his face. "Twenty-one now. Amazing..."

"Professor, I was thinking..." Kitty grunted.

"Yes?" Xavier said as he turned his chair to face her better.

"I dunno if the name Shadowcat suits me that well anymore," Kitty said as she continued to push. "It's kinda well...old and a little...obsolete, if you get my drift." She finished as Peter watched a single drop of sweat fall down her face.

"And do you have something in mind?" Xavier asked conversationally.

"Well...the amazing spider-woman sounds..." She began.

"It's taken," Peter cut in.

"You sure...?" she asked.

"Very sure," he replied with a slight shrug, "One of the questions I get asked the most is if we're related or something."

"Well that sucks," Kitty snapped, "big-time. How about, I dunno...spider-cat?" Peter shuddered at the mention of a nickname Felicia Hardy had given their on-again, off-again relationship. _**You don't like it, do you?**_Kitty asked him privately.

_**It's your choice,**_ he replied.

_**Yeah but I care what you think,**_ she said. After a brief pause, she continued with, "How 'bout Shadow-Spider?"

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"I can't believe I lifted fifty tons!" Kitty exclaimed three hours later. They where sitting in the empty dining room with several sheets displayed in front of them. Seating arrangements, menus, band play-lists. Everything was out in the open for them to see. "Can you?"

"Well," he replied with a slight grin, "I kinda expected you to be able to do that. I just didn't want to say anything in case I was wrong. And tell me why you need my help again?"

"I don't really. Not right now. I'm gonna go into town and I might need you to you know, carry bags and shit." She said as her eyes flicked up from the piece of paper she was examining.

"So I'm just your hired muscle?" he offered, _**Only I don't get paid. Great. **_

_**You don't get paid for stopping robberies either,**_ she smirked as she began putting everything in a binder. **_Yet you do that anyways. _**

_**Fair enough,**_ he replied as he leaned back in his chair. **_You ready to go?_** He asked.

_**Just about. Oh, and I've got something for you in my room,**_ she said as she got to her feet, and he imitated the action. **_I'll give it to you and we'll go, 'k?_** She said before snapping her arm out towards his wrist and grabbing hold and tearing off towards the dormitories with him in tow. She pulled them both through several walls before they finally reached their destination.

As soon as she let go of his wrist, he took the opportunity to get a good look at her room, seeing as the last time he had been in there it was pitch black. He smirked at the sight of several posters and newspaper clippings of him as Spider-man. Upon closer examination, he discovered that she had an original clipping of the first article he had taken a photo for.

_**Holy shit!**_ He said as he ran his hands over the clipping. **_How the hell did you get a hold of this?_**

_**Bought it off ebay two years ago,**_ she replied as she came to his side with a bag in hand. **_Some guy named Robertson was selling it. Hated the article, I just wanted the pic. But once I got it, I didn't wanna cut it all up. How did you take that, by the way?_**

_**Set my camera's timer and stuck in on a wall with webbing,**_ he said as he turned to face her, coming to a stop less than an inch from her face. Almost immediately he could feel her hot breath on his cheeks. It was a soothing sensation that he wasn't sure he wanted to stop. Seconds ticked by as they just stared into the other's eyes, until he brought the moment to a stop by speaking. **_What's in the bag?_** He asked.

_**Oh!**_ Kitty said as she snapped out of her stupor and reached into the bag she was holding. **_It's um...something I got for you..._** she continued as she pulled out a familiar-looking mask and bodysuit. _**Put it on and I'll go...get ready to leave. **_

_**You know you didn't have to...**_ he began as she slipped into the bathroom.

_**And you didn't have to show me to the right class on that first day at Midtown,**_ she replied as he slipped off his pants and shirt and replaced them with the bodysuit. He could tell it was mad of a denser material than his regular outfit.

The mask was something else entirely.

It was made of the same material as the bodysuit and gloves, but it was the lenses that drew his attention the most. He found himself with a heads-up display that illuminated his vision with an assortment of indicators. Room temperature, elevation, magnetic north, suit integrity where all displayed on the lower left. On the lower right was a small window that read 'video up-link.'

_**Holy...**_ he muttered softly.

_**No need to be rude,**_ Kitty said as she stepped out from the bathroom, causing his jaw to drop. **_What do you think? _** She asked. It was almost to much for him to take in at once. A form-fitting suit covered her already exquisite frame. The material was purple with a red webbing pattern over-top. A thin yellow belt accentuated her perfectly shaped hips, topped off with a red 'X' serving as a buckle. A black spider emblem was etched on her chest and back. Her mask emulated his own, except for the purple design and hole in the back which allowed her auburn hair to fall out of and cascade down to her shoulders.

_**Wow...I...**_he began, almost at a loss for words,**_ I...you..you look...wow..._** She was asking him if she looked good. In his mind, he knew he had never seen anyone look any better than she did at that exact moment.

_**You like it!**_ She exclaimed happily. **_I really hoped you would! Jubilee thought it was ugly and corny and..._**

_**I dunno what she was thinking,**_ he said in response. **_ I think I'm in love, _**those words escaped him before he realized he had said them.

_**You don't mean that,**_ she replied.

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_Am I a bad person for lying to him about needing to get things from the town?_ She thought to herself as they ran through the countryside. _I told the professor where we where going and all, so I'm not breaking any rules being out here. But still, am I being horrible?_ She continued her train of thought as the city came into view.

_I think I'm in love._ His words to her still rang out in her mind. Was it some childish fantasy of hers? Hook up with Spider-man? Or maybe Jean was right, she was the only one to really think of Peter and Spider-man as the same person. She aimed her wrist towards the nearest skyscraper and shot a line of synthetic webbing towards it, marvelling at how uncanny her aim was as she sailed into the sky, with Peter at her side. And she wasn't sure what she was enjoying more.

_**You don't need to get anything, do you?**_ Peter asked as they landed cleanly on the roof.

_**You caught me,**_ she replied with a slight smirk, **_I just needed an excuse to get out of the mansion for a few hours. _**

_**You mean like running away?**_ He said with a tilt of his head.

_**I asked this time,**_ she replied. **_And I figured you might want an excuse to punch some morons. _**

_**One of my favourite pastimes! **_He said with a smirk. **_I can already hear a robbery going on. Wanna stop it?_**

_**Like you even have to ask, **_ she replied with a grin under her mask as they took off into the night. In less than five minutes, they arrived at the scene as the robbery was still in progress.

"Shut up!" a man with a handgun shouted as he waved it at several frightened convenience-store customers and staff. All of whom had their hands bound by duct tape. "Which one of yous called the cops!"

_**Can I take him solo?**_ Kitty pleaded, **_it's my first robbery, after all. _**

_**Go right ahead,**_ Peter replied as she slipped down from their perch. She crept along the wall, only wanting to rely on her new abilities instead of her old ones. She slid silently, edging closer to the window of the store. **_ Just tell me when he's nice and close, _**she asked him.

_**He'll be right above you in three...two...one!**_ Peter replied. With one swift motion, Kitty broke through the glass window and pulled the man through. She pinned him to the ground with a blob of webbing before retreating back to her previous perch.

_**Well,**_ she panted excitedly as they both swung out into the city, **_that was fun!_**


	36. Chapter 36: Date night

_**Did I mention how exhilarating that was?**_ She smiled from ear to ear as they walked down the street, in civilian garb. It was getting later, the foot traffic had begun to die down with the daylight.

_**Once or twice, **_ he replied as she bounded about. **_I think._**

_**You think? You think! I don't even know how to describe what I'm feeling!**_ She remarked as she gripped his shoulder tightly. **_It's like every sense is super-charged! I can hear what people across the street are thinking! I can hear people breathe! How do you sort it all out?_**

_**Practice,**_ he replied coolly. **_But it comes in handy sometimes to just let loose._**

_**How? When? **_She asked in a pleading tone.

_**Well, **_he replied as he racked his brains for a good answer to her question. **_You'll be able to tell when someone's lying. Just listen to their heartbeat and breathing patterns. _**

_**Well can you lie to me so I can practice?**_ She asked as they crossed the street.

_**Fine,**_ he replied. **_I hated the purple outfit. It was completely unflattering to your figure._** After a minute of mental silence, she answered him.

_**I don't think it works for me. Or it's because you where thinking it or you where telling the truth,**_ she said as they passed a restaurant window, and he felt his stomach growl. **_And I just heard your stomach growl. So I know you're hungry to. Let's go eat._** She said before pulling him into the restaurant's entrance. Already filled to near-capacity, he had his doubts on whether they'd be able to get a table.

"Just the two of you?" a waiter asked as he approached them kindly.

"yes," they said in unison earning a slight smirk from the waiter as he turned on the spot.

"Well you two are in luck," the man said as his smile grew and he beckoned for them to follow. "A prime seat just opened up by the window. Seems to be a favourite of all the other cute couples that come in here."

"Oh we're not..." Peter began, but the waiter cut him off.

"Yeah, and I'm Spider-man." the waiter said nonchalantly as he handed them menus. "I'll be back in a minute for your drinks," the man finished before dashing off to service another table.

_**That was weird,**_ Kitty said with a smirk as she began to browse through her menu.

_**Not the weirdest position I've been in,**_ he remarked back. **_Once there was this girl who I was friends with who had a huge crush on Spider-man and wasn't afraid to tell me._**

_**And how'd it go over with her?**_ Kitty asked as they both continued to browse. **_Did you wind up dating?_**

_**Like I told Rogue, dating has been thin on the line for me recently,**_ he said as he put the menu down. **_Not many girls can put up with their guy running out on them to 'take pictures for the bugle.'_**

_**Well you can't be in any worse of a position than I am, **_she replied, emulating his action. He watched as a small tear built up in the corner of her eye. **_I think most guys would run at the mention of the word m..._**

_**Multi-talented? **_He cut in slyly, **_I don't see how that's a bad thing. _**

_**You know what I mean, **_she replied as she flicked her eyes towards his.

_**Marvellous? Magnificent? **_He continued as his grin grew. And despite her efforts to hide it, he could see the fringes of a cute smile on her lips.

_**You know damn well...**_ she began as the waiter returned.

"What can I get you two to drink?" the man asked patiently as he clicked the pen in his hand and held his notepad at the ready. "Or are you not ready to decide yet...?"

"I'll have an iced tea," Peter said with a cock of his head.

"Likewise," Kitty half-smiled as the waiter wrote it down and turned away. _**You know, I can't remember the last time I actually went out an ate at a real restaurant like this.**_

_**It can't have been that long...**_ he replied patiently as he glanced over the menu he had been given.

_**Last time I went out to dinner, I was thirteen and it was with my parents,**_ she said, as her eyes flickered towards him, full of passion. **_Lance was never much of a going-out to fancy places kinda guy. His idea of a romantic outing was watching a horror film together. _**She finished as the waiter returned once more with the drinks.

_**I know it may sound kinda harsh,**_ he said bluntly, **_ but why the hell would you even go out with someone like that? He kinda seems like an ass-hole. Just based on what I know, though. _**

_**Well I was fifteen and wanted to find a guy who would really piss off Logan,**_ Kitty replied as she took a sip of her drink. **_I guess I succeeded more than I intended..._** her voice trailed off as the smile dissipated from her face. Instinctively, he reached out his hand and held hers.__

He looked into her tear-stained eyes and said, _**want me to tell you about a huge screw-up on my part?**_

_**Why not?**_ She said, **_maybe it'll improve..._**

_**I was fifteen. Just starting out being a hero. Anyways, I caught some unwanted attention. **_He half-smiled as he continued, **_I got myself an older stalker, known as the Black Cat. Fifteen year-old me saw himself hanging out with a hot twenty-year old woman. She saw herself in a relationship with Spider-man, and wanted to take it to the next level. And she did so by removing her top in front of me. _**

_**And what did she do when she found out you where fifteen? **_Kitty asked as she wiped the tears from her eyes.

_**Threw up on my costume,**_ he said as he remembered the sensation.

_**Eww,**_ Kitty replied as the waiter returned once more.

"And are you ready to order?" the man asked politely.

"I...um.." Kitty said as she glanced downwards, "...chicken rotisserie for me, please."

"Uh-huh," the man muttered as he wrote it down, "and you sir?"

"Same," Peter said, earning a slight chuckle from the waiter as the television flickered to life behind him. _**So you see, everyone has that one horrible relationship they'd like to forget. So I say we make a pledge. A pledge to never think about the horrible choices we've made. **_

_**That's awfully profound for a guy who wears spandex,**_ Kitty smiled.

_**Now you can't make any spandex puns,**_ he replied as he continued to hold her hand. **_After wearing that kick-ass thing tonight and... _** He was cut off by someone turning up the volume on the television.

"_This just in from Washington,"_ the reporter said from behind his desk as he folded several papers. _"A state of martial law has enveloped the country, as President William Stryker has ordered the arrest of every single mutant in the country, bringing in the Armed forces to supplement police units. The Avengers have also thrown in their lot with the president's plans. But the superhero community as a whole remains divided on the issue. Three months ago, the masked vigilante known as Spider-man made his opinion and standing on the issue very clear." _Shots of his fight with Captain America where shown in a small window that appeared beside the reporter. 

"_And more recently, other known heroes have made their positions clear. Earlier today, the Thing was seen physically assaulting a police officer who attempted to arrest a mutant member of the Yancy street gang. After the incident, Luke Cage had this to say:"_ the reporter finished as another screen replaced the one already in place, showing a tall black man standing outside a police station.

"Anyone who talks shit about being born different can go to hell," Cage said gruffly. "It isn't any different than a hundred years ago, when black people where second-class. And as far as locking them all up in a prison, well that rings a few bells that remind me of what one man did when he consolidated to much power. We called it the holocaust." Peter felt Kitty's hand twitch under his, and he gave her a reassuring squeeze as Cage continued, "Someone's gotta stand up for the little guy. And I agree with the Thing and Spidey. Those two, Spidey in particular, are more in touch with the little guy than Tony Stark will..." The feed was cut short by the reporter, who waved to someone who was behind the camera.

"_This just in!" _ he said rather hurriedly. _"Tony Stark and the President have located a mutant base located just outside Bayville, New York and..." _Peter didn't hear the rest, as he shot up out of his chair, placed a wad of cash on the table and followed Kitty out the door, past several shocked customers.


	37. Scattered Heroes

"You really need to cut her some slack, Logan," she said as she crossed her arms across her chest defiantly. "Of all the guys she could possibly fall for, he's probably the best one."

"I don't trust the kid," Logan snorted crossly. "his history with Stark..."

"This coming from the guy who served with Captain America in world war 2?" Jean said as a hint of a smile crossed her face. "Awfully hypocritical of you, isn't it?"

"...an' he ain't even a real mutant!" Logan growled as he attempted to slip past her slender but stout frame. "I don't care what the professor say's about Magnus's plan... she should stick with one..."

"Of us? She did, remember, and how well did that turn out?" Jean asked as she felt her anger level rise slightly.

"...someone I trust.." Logan muttered as Rachel entered the room, dressed in her pink pyjamas.

"You don't trust anyone Logan, that's the problem" Jean replied sharply as she unfolded her arms and turned to her daughter, "what is it, sweetie?" she asked in a softer tone of voice.

"I can't sleep," she said as she rubbed her eyes. "To many people are thinking to loud." Jean smiled, remembering how hard it had been for her to learn how to tone out the voices of other people's thoughts enough to hear her own. It was a skill necessary for any telepath to learn, and not a very easy one either.

"Well there's nothing you can do about their habit of thinking honey," Jean replied as she placed a soft hand on her daughter's shoulder. _Hell, I've got trouble keeping my head clear...all the emotions running high about tomorrow. Then there's the constant back and forth rapport between Kitty and Parker. That'd give anyone a headache...maybe I'll just force them to kiss and be done with it! _"You've just got to relax. Breathe deeply," she said as she lowered herself to be eye-level with her daughter, who inhaled and exhaled deeply. "Better?" she asked as Logan gave a quick grunt, and Rachel shook her head vigorously.

"It's getting louder," Rachel replied with a blink as Jean watched Logan's face twitch out of the corner of her eye, "can you ask Auntie Kitty if she can read to me?"

"She's gone out tonight, and she'll be out very late," Jean replied, watching her daughter's eyes sink with slight disappointment as she spoke.

"Can we go meet her?" Rachel asked innocently.

"It's a special night for her, so I don't think so," Jean said softly as Logan's face contorted again, more fiercely this time, and he gave a series of tiny sniffs. "But I think I can convince Rogue to read with you, if you want..."

_SNIKT!_

_BOOM!_

"_Mommy!" _

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_**Shit, shit, shit, shit, shit, shit, **_Was all Kitty said as the two of them darted over the building rooftops and city streets. Luckily, they had managed a record changing time when it came to their outfits. Peter did the math, he knew the fastest that he could go while web-swinging was just under two hundred miles an hour, but only on intermittent periods, his average speed being closer to one hundred miles an hour. Nowhere near the supersonic speeds a fighter jet could travel at. And to top everything off, the Avengers had a head start.

_**We'll make it! **_ He said in an attempt to re-assure her more than himself.

_**Bad stuff always happens when I leave the mansion!**_ She shouted back mid-swing. **_The whole New York fiasco, I got shot in Washington, When I stormed out the other day you got your arm frozen, now this...!_** She said as they both swung into a deep dive that took them to the edge of the city.

_**Well you had no control over what happened to my arm, **_he replied as he tucked into a roll. Coming out of his roll, he used his momentum to burst forward with as much speed as possible. _Okay, I know the X-men are more than capable of taking care of themselves, but what about the other residents? The ones without the skills or powers to fight back? Stark's gonna hit them hard and fast. He'll be there himself. Probably with War Machine. And She-hulk. And Ms Marvel. And a whole host of other Avengers. _The thoughts that pounded through his mind gave him the willpower to push his body faster as a plume of smoke could be seen hanging in the night air in the distance.

Neither of them spoke a word as they both ran at top speed towards the source. And as he burst through the final clump of trees, his fears where confirmed.

The Mansion was on fire.

"Rogue!" Kitty called out as she rushed towards the fire. "Jubilee! Havok! Pixie!" A loud whirring sound alerted him to the presence of a looming helicopter overhead, and he pushed Kitty into cover milliseconds before gunfire erupted around them.

"Stand down," a voice that Peter knew belonged to Ms Marvel said from somewhere unseen. "You are under arrest, in violation of..." _Crack!_ Peter winced as something impacted the ground several feet from them. A quick glance revealed it to be Ms Marvel's smoking body lying in a crater.

"_Where is she!?" _the terrible voice of Jean Grey roared as she lifted Ms Marvel's body out of the crater with her telekinesis. **"_What did you do with my daughter!" _**

"Jean!" Kitty called out as she rushed from cover.

"_**Answer me!"**_ Jean bellowed, using her telepathy to bolster the power of her voice tenfold as Ms Marvel struggled to lift her arm to chest-level.

"In an interment camp like the rest of you!" Ms Marvel shouted as a bolt of energy shot forward, impacting Jean and her terrifying aura, who remained unfazed from the attack. "Surrender now and..."

"_**Give her back!"**_ Jean shouted as a wave of energy blasted outward, sending both Peter and Kitty to the ground, along with what remained of their cover. _**"Now!"**_

"You really shouldn't have done that, gal!" Rogue's voice said as she leaped out of the shadows and crashed into Ms Marvel. "Mamma bear's most dangerous when her cubs are threatened!" she said as her hand latched onto Ms Marvel's face, and they both plummeted to the ground as two more shaped appeared. One was a sentinel. The other Peter recognized as Tony Stark's heavy-duty armour. The one he had designed to take down the Hulk.

Peter dashed forwards, towards the looming walking tank before Stark could aim his shoulder-mounted rockets properly. He jumped and slammed his feet into the armour's centre of gravity and webbed over the eye-holes, for all the good it did.

"Thermal-imaging renders your webbing useless," Stark taunted as Peter dodged a titanic fist. "The tactic itself is uninspired and obsolete, you might as well be shooting at me with a spitball."

"I thought your company stopped making weapons?" Peter shot back as he ducked under another swing. "That you didn't want to spread the anarchy and chaos anymore?"

"Sometimes, you have to result to brute force," Stark replied as he took another step forward. "You didn't seem to mind nearly killing your own flesh and blood when I sent him after you."

"What can I say?" Peter replied as he rolled underneath the armour's legs. "you put me in an impossible situation. Besides, I was acting on the defensive. You're not." He finished as he backpedalled to avoid a blast coming from the sentinel. _**Kitty, search for the others! I'll hold him off!**_ He snapped as he jumped, twisted in midair and kicked Stark''s helmet with all his might, receiving only a small 'ding' in response.

_**On it!**_ Kitty replied as he watched her sprint away from the fight. He breathed easy for a moment, and that gave Stark the opportunity he needed to grab Peter by the waist. _How the hell did he..._ he began to think.

"If you're wondering how I got past your early warning sense," Stark goaded as he brought Peter to eye-level, "I studied you during your time at the mansion, and discovered the exact frequency on which it operates. Now, I can nullify it."

"That's great," Peter said sarcastically as he tried to pry himself free from the death-grip he was in, "should tell me about it sometime!"

"How about when you're in prison?" Stark replied as he reared back his free hand.

"Let go of him!" Rogue shouted as she charged the armoured avenger by flying right into his midsection. "How about cha' try me on for size, sugar?" she finished as she left a large dent in the metal, and Stark's grip on Peter ceased. _**Peter I gah! I found Logan and Rachel...but I can't get to them...she's all over me!**_

He ran as fast as he could to where his spider-sense directed him, assuming it was where she was. He leaped over rubble and trough a hole in the wall before slamming his shoulder in Ms marvel, who was grounded, most likely from Rogue's attack.

Unfortunately, her strength remained, as she swatted him in the arm, sending him flying.

He tucked into a roll to avoid any more damage, as he felt his arm swell with icy stabs of pain. It was broken, no doubt about that. But he had no time to dwell on the fact, as he saw Ms Marvel catch sight of Kitty, who was attempting to lift a portion of the wall, presumably where Wolverine and Rachel where trapped. He made a motion to distract her by webbing the back of her head and pulling as hard as he could.

His tactic worked better than he had hoped, as he was soon forced to duck under a series of deadly bolts of energy that issued from her hands. He came up for a rapid follow-up attack, only to have his throat constricted and a fist driven into his abdomen.

"Don't make this any harder than it has to be," Ms Marvel said menacingly, "I'm going to bring you in for questioning. You will be charged and sentenced. If you're willing to testify, we can give you a lenient punishment."

"And if I refuse?" Peter replied as he kicked with all his might, hardly phasing the blonde avenger.

"Lethal force has been authorized," she replied coldly as she raised him higher into the air.

"Let him go!"

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"Let him go!" she shouted as she turned to see Peter being lifted into the air by the leather-clad Avenger. Without a moment's pause for her own safety, she slammed her body into the blonde one's, increasing her body's density by a factor of a hundred seconds before impact. She caught the still-dazed Avengers wrist as it released Peter and spun her around as adrenalin pumped through her body.

Soon, the two of them where locked in a contest of pure, brute strength. Kitty knew the only reason she was able to hold the Avenger in place was because Rogue had drained her powers early in the fight. But even then, Kitty was only holding on barely. One of Kitty's hands slipped and Ms Marvel went for her throat.

As the glove-covered fingers wrapped around her neck, Kitty found herself recalling a nightmare. Her attacker's face remained the same, but not covered in black tendrils. The imagery made her furious.

"You can't have him!" she roared with fury as she twisted Ms Marvel's hand away from her throat. "_He's mine!"_ she finished as she gave Ms Marvel's arms a mighty push backwards, backed by Kitty's own fury.

_**We've gotta get out of here!**_ Peter shouted, as Kitty watched him free Logan and Rachel from the rubble. Something she had failed to do, but he succeeded in even with a broken arm. His words also rang true, as there where more than likely more Avengers on their way. _**Jean? Link us up! I've got Rachel!**_

_**Rachel? **_Jean cried out telepathically.

_**Mommy I...**_ Rachel began.

_**We gotta go!**_ Logan shouted, interrupting the eight year old. **_More soldiers are on the way!_**

_**He's right!**_ Peter said in conjunction, **_I can hear them. Do we have transport?_**

_**The underground is still intact...**_ Logan grunted as Kitty watched him re-set his arm. **_...could survive a blast like that. Let's move!_**

_**We've got to look for Dad!**_ Rachel protested.

_**There's no time!**_ Peter replied as he ran towards Kitty, who was still enthralled in a wrestling match with Ms Marvel, **_Go! Now! _**He finished as he transferred his momentum into a mighty kick that knocked Ms marvel off-balance, allowing Kitty to break free and make a run for it as a group of soldiers appeared to the left, and Iron Man's gigantic armoured form appeared to the right. She grabbed Peter and Rachel by the hand. Jean latched onto her daughter's and Peter made a motion to grab Logan, who smacked his hand away as Rogue grabbed Kitty with a gloved hand.

_**I'll hold them off!**_ Logan shouted, **_Go! There's no time! _**Reluctantly, Kitty had to agree with him, and she pulled herself plus her four companions through the ground and into the metal-lined tunnels. No sooner had they landed on solid ground than a titanic explosion was heard overhead.

"Run," Peter barked, and they all broke into a dead sprint. As they turned a corner, Kitty nearly ran right into Johnny Storm and Beast, only managing to slip past them with her superior reflexes. Together, the seven fugitives sprinted down the hall.

"Where's Scott?" Jean demanded as she swept Rachel, who was beginning to fall behind, up in her arms.

"Last I saw, he was trying to blast Tony Stark's contraption to kingdom come," Beast said as he began to run on all fours. "Storm and Braddock went with him. A mix of Alpha, Beta and Epsilon where captured trying to get some students out through the lakeside exit."

"That's when Ms M showed up with three sentinels, and a shitload of soldiers" Johnny said as they turned another corner and the hangar came into view. They forced the doors open and headed strait for the twin jeeps located on the far right. Jean, Rachel, Rogue and Johnny piled into the first, while Peter, Kitty and Hank leaped into the second.

As soon as the doors where closed, Beast hit the gas pedal and they shot out of the hangar and into the wilderness.

_**A/N: Can anyone tell me what **_**foreshadowing****_ is?_**

_**If you can't, I suggest you go check out some of my other stories!**_


	38. Down under

"So what the hell do we do now?" Johnny asked as they crouched underneath a large tree. After three hours of driving through the night, they had pulled to a stop on the fringe of New York City. "If we go any farther we run into cops and shit. Go back and we've got sentinels on our trail."

"We're gonna have sentinels on our trail anyway," Beast cut in as he prodded the ground with a stick. "And not all of us can wander about on the surface so easily."

"Don't you X-men have a second base or something?" Johnny asked impatiently, "just in case you where compromised in the first one?"

"It's not a base, it is a school!" Beast replied bitterly, "dedicated to the research an preservation of..."

"You had stealth jets," Johnny snapped. "It's a base," he said as he stood up. "I still got a bit of a trust fund, but I can't get at it without showing at the Baxter building, and we all know how that'll go over."

"What about the Morlocks?" Jean asked as she re-joined them, after putting Rachel to bed in the back of one of the jeeps. "Do you think they'll help us?"

"They fled the city yesterday," Beast said with finality as a helicopter whirred overhead.

"Hide!" Rogue hissed as she dived behind a rock with Johnny. Beast pulled Jean into a tree as Kitty pulled Peter into the ground. Several tense minutes passed as they waited for the helicopter to pass.

"We need to get better cover," Rogue said as she emerged from cover. "Hiding in the sewers would be better than..."

"No need," Peter said as Kitty pulled them both out of the ground. "Well, we will need to go in the sewers, but only as a means of getting somewhere. Hopefully Stark doesn't know where it is."

"Know where what is?" Jean asked impatiently as she folded her arms across her chest.

"The Spider-cave."

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"How much longer do I have to walk, Mommy?" Rachel pleaded as they trudged through the sewer, "my feet hurt. And I'm tired."

"I don't..." Jean began as she swept a fringe of hair out of her eyes. The sewer had a horrid smell to it, made even worse by his heightened senses, although he had gotten used to it over the past few years. But he could tell the smell was getting to Kitty and Beast badly, as both had nearly keeled over from the fumes.

"About two hours," he interrupted. "But trust me," he continued as they rounded a corner, "this is faster and safer than walking on the surface."

"But it smells like sh...it smells bad," Kitty said, stopping herself mid-sentence, most likely to avoid a scolding from Jean. "How can you stand it without losing your supper?"

"Easy," he said, "I try and block it ou..." he was cut off by a bone-chilling _ROAR!_ That echoed through the sewer tunnel. Everyone tightened their bodies as they searched for the source.

"Alligators in the sewer?" Johnny offered.

"Urban myth," Peter replied, "I've been down here more than I'd like over the past four years and never come across one."

"Besides, it sounds big," Rogue remarked as she cast her eyes from side to side. "Way to big to be an alligator or crocodile..."

"What the hell is that? Johnny said, cutting her off as he broke from the tiny semi-circle they had made to cross to the other side of the sewer. Peter followed him, and his eyes fell on the five deep gouges in the concrete, covered in blood. "Looks like something out of Jurassic Park."

"I highly doubt there's a dinosaur running around," Beast said as he joined them, running his hand over the gouge marks once he did so. "These marks remind me of Logan's...maybe he escaped and..."

"Why wouldn't he link up with us then?" Kitty asked with a slight shrug, "He'd be able to follow us no problem, even in here."

"And the marks don't match," Peter added in, "Five marks. Wolverine's got six claws of even length. These five are uneven and..." he was cut off by another roar echoing about.

"That sounded to close for comfort," Beast said nervously.

"No way to tell proximity or direction of origin in these tunnels," Peter said as he looked around for any potential threats. "But I say we get moving. This way," he finished as he pointed northwards, down a long tunnel as another growl echoed from a place unseen, but sounding closer than before.

"Run!" Johnny shouted as a shadow appeared along the wall with the gouges. They ran as a single unit. Peter took the lead, as he knew where to go. Kitty followed him closely, as she was the only one who could match his stamina and speed. Rogue and Jean, who was still carrying Rachel, made up the middle, while Johnny and Beast brought up the rear.

They tore down passageways and tight corners, but seemed unable to lose the creature which was stalking them. He would catch a glimpse of a shadow here and there, or he would pick up on a low grunt. Eventually, he caught a glimpse of it directly.

Even a small snippet of the creature's tale revealed it's identity.

"Stop!" he ordered with a hiss. "Beast, with me. The rest of you stay put, and we'll be back in two minutes."

_**Where are you...**_ Kitty began as she took a step forward.

_**I've got a hunch,**_ he said cautiously as he slipped forward with Beast beside him. **_But just in case I'm wrong, I want you to be ready to run._** He finished as he reached the corner and peered around. He was greeted by two natural enemies duelling to the death.

On one side of the ferocious battle, a seven-foot Lizard thrashed about.

On the other, his artificially created mortal enemy, Kaine, slashed and struck with unholy fury.

"he escaped?" Peter hissed quietly.

"It would appear so," Beast replied, "but as to how he got here before us.."

"He could have gotten a ride with Stark," Peter offered as he watched Kaine swipe the Lizard's back. A mighty howl of pain escaped the reptilian jaws. As the Lizard arched his back, Peter watched the green skin to recede. Unfortunately, Kaine's brutal attack did not. And Peter couldn't just stand by and let it happen. Regardless of what the lizard had done, Curt Connors was still a human being, in danger.

"Well well well," Kaine taunted as he turned to face Peter and Beast. "My brother brought along a pet, a savage animal."

"Let him go Kaine," Peter challenged as he began to circle his clone. "He's beaten, you won."

"I haven't won until he's dead," Kaine replied with a snap as he extended his twin spine-like blades. "Not until I've proven that I am your better in every way."

"So you'd kill an innocent man?" Peter snapped as he struggled to control his anger.

"Innocent?" Kaine snarled as he paced the length of the tunnel. "You think he's innocent? How many people has he killed because you refuse to kill him?"

"That's not my call to make," Peter said as he steadied his voice.

"No," Kaine smiled as he glanced towards Connors, who lay sprawled on the ground, moving feebly in an attempt to stand. "It's mine." Kaine charged forward with savagery, leaping for Connor's prone form, but Peter managed to intercept. He drove his shoulder into his clone's stomach, driving him back and received a long gash across his back in return. Peter kicked his leg out in retaliation and created some space between him and his opponent.

"Survival of the fittest?" Kaine grimaced wickedly.

"No," Peter shot back. "Hank, get him out of here and get to safety."

"Worried about your pet?" Kaine snarled, "I see you have a natural affinity for cats. And once I'm done with you, I'll take care of them as well." That pushed him over the edge. Peter roared as he launched himself at his enemy and slammed him into the wall. He drove his fist into Kaine's stomach and face, forcing blood to splatter everywhere. He brought his knee into Kaine's jaw before tossing him to the ground and smashing his foot down on Kaine's shoulder.

That final blow never hit home, as Kaine twisted around and swept Peter's leg out from underneath him. A quick slash across the chest forced Peter backwards. He could immediately could feel the hot gush of blood trickling across his chest as he lashed out with a right hook that connected with Kaine's jaw.

_THWACK!_ A medium-sized chunk of concrete impacted Kaine's skull, and he keeled over into the water below, unconscious. Glancing to the side, he saw that Jean had used her telekinesis to throw the rock, and that everyone was giving him a strange look. He looked down at his hands, and saw they where covered in his own blood.

He began to sway as blood-loss overtook him slightly. Luckily, Kitty wrapped her arm around him, giving him the support he needed to stay upright.

_**Which way?**_ She asked in a whisper.

_**...North for about twenty minutes,**_ he said as he pointed down the tunnel, and she began walking in that direction. Everyone else followed suit, and soon they came face to face with a ladder that lead to a manhole cover.

"This way up," he murmered as he slipped out of Kitty's grasp and clasped the cool metal bars with his glove-covered hands. Slowly, he ascended the ladder, and was slightly reassured when he saw Kitty follow suit as he pushed the manhole cover out of his way. He did a quick scan of his surroundings, to make sure that no one else was there before fully pulling himself free.

As soon as he did, new pain lanced up his back, and he let out a low screech as he made his way to the hidden closet where he kept a store of medical supplies.

"Make yourselves comfortable," he grimaced as he pulled his meagre supply bin out and began to rummage through it's contents. With one hand, he pulled the portion of his suit that covered his body free as the other he used to tend to the wound on his chest. He found himself unable to finish, however, as a pair of slender hand reached around his shoulders and turned him around and...

_Smack! _Kitty's hand slammed into his face.

"You're an idiot, Peter Parker!" she screamed as she pulled his mask free, along with hers. "You could have gotten yourself killed!" she shouted as her hand struck the opposite side of his face.

"I..." he began, but was cut off by her lips slamming into his. Sparks flew as he slid his hand up her back and onto her shoulders and she did the same, albeit with taking care to avoid the wounds on his back. She pushed him back against the wall gently as their embrace continued, as a small part of his mind recalled where they where standing. _**Ironic to be doing this here, isn't it?**_ He said as he continued to caress her shoulder.

_**Shut up webs, for once in your life.**_ she smiled as they finally broke their embrace and stared into each other's eyes, minds and hearts.


	39. A storm is coming

Chapter 39:

He felt something shift under his arm, so he opened his eyes to a warm smile radiating off of Kitty's face. She casually flicked a strand of hair out of his face before caressing his cheek lightly.

_**Morning,**_ he said as he smiled back at her as he heard a shuffle and a grunt behind him. He forced himself to a standing position and turned around. He was greeted by a stunned-looking Curt Connors, who was apparently fully-recovered from his injuries.

"...Parker...?" Connors asked in a perplexed tone of voice. "I must have hit my head harder than I thought,," he finished as he ran his remaining hand through his hair.

"I thought the same thing," Kitty said as she stood up behind Peter. "Luckily like you, I was wrong."

"Miss Pryde...?" Connors stuttered with disbelief. "I was under the impression you had been placed under arrest due to you being..."

"An abhorrent freak of nature?" Kitty smiled as she crossed her arms playfully, "look who's talking. And don't say it," she finished with a powerful glance in Peter's direction, stopping the words right in his mouth. "Thought you would've bolted from the city after that little incident?"

"I have a family to take care of," Connors snapped back at her. "Unlike you, I can't afford to run from my problems."

"Run?" Jean said from across the room as she stood up fiercely. "_Run?_ we where lucky to get out with our lives and..." A small fire lit behind her eyes as she aggressively crossed the distance between her and Connors.

"Calm down," Peter said as he placed himself between Jean and Connors. Beast's blue feline form came into view as Jean continued to fume. "Everybody calm down, lets remember that we're all friends here."

"Are you forgetting that that man put you trough a wall?" Rogue said as she and Johnny came to Peter's side.

"Yes," Peter replied sharply, "but I also remember being attacked by the X-men while trying to stop an army of Purifiers. And lets not forget Wolverine trying to cut me into ribbons when..."

"Point taken," Rogue said as she crossed her arms against her heaving chest. "Still doesn't explain why you brought him with us. I don't see how we can even survive as we where. Now that we've got another mouth to feed and..."

"I brought him with us," Peter cut in aggressively, "because he needed help. You know as well as I do that he'd be dead by now if we hadn't brought him. Now if you're done, we can discuss what to do next." _**I'd thought you'd understand that!**_ He thought with a grimace, completely forgetting that not all his thoughts where private.

_**We're already in a tough spot,**_ Kitty said as she placed a hand on his shoulder. **_Having another body around who would blow the whistle on us at any given moment doesn't seem like to sound of a plan to me. _**

"I'm up for that," Johnny said, cutting off Peter's private reply as he crossed his arms. "We've got no food. We're all on the country's most wanted list, with every super-powered individual in the country hunting us down like animals. So tell me, what are we supposed to do?"

"Re-group," Peter replied with a shrug. "We pool our money, see what we can get as far as food goes. And we find out where everyone was taken to."

"We don't have money to pool," Rogue snapped as she dug into her pockets, "I left it all at the mansion. Was kinda in a hurry and didn't have a chance to grab mah purse."

"I'm gonna go pull what I can from my checking account," He said plainly, "It's not much, but we'll make due. Once that's done, I say we look for a list of potential allies. Cage, Daredevil, Iron Fist. They should be of some help."

"What about that Frank Castle guy?" Rogue said with a shrug, "The one who goes after the mob and...?"

"No," Peter replied sternly as he folded his arms across his chest, slightly angry that she had even suggested the notion. "I'd rather walk up to Stark tower alone than work with Castle again. That man is as insane as they come."

"You said yourself we need all the help we can get," Jean offered, "it's not really a good idea to turn down..."

"Murder, Kidnapping, Extortion and multiple homicides," Peter grunted. "You want someone with those under his belt on your side? No? Then forget it and focus. I say we split into three groups," he continued as he knelt down and drew in the dirt with his finger. "Jean, Rogue and Rachel go scout out Avengers Tower. Kitty, you and me are gonna go look for Cage. Johnny, you stay here with Beast. Connors, I know I don't have the right to..."

"I don't have anywhere else to go," Dr Connors replied, "might as well stay where I can sleep with comfort."

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_**I'm still mad at you.**_

_**Why?**_ He asked as they walked down the street, hand in hand.

_**I dunno. I'll find a reason,**_ Kitty said with a slight smirk, **_I think we just passed that building that was on fire that I saved your ass in. _**

_**That's not for another three blocks,**_ he replied as they turned around the corner. **_You're thinking about the first Vulture incident. The one where you thought grabbing him by the legs was a good idea._**

_**I was still learning, **_she muttered,**_ I couldn't tell the difference between most of the baddies yet._**

_**I thought you where a huge fan of mine?**_ He offered as they swerved out of the way of a large group of talkative teens, several of whom he recognized.

_**Admittedly I never paid much attention to the baddies,**_ she replied,_ **instead I was focused on...other things.**_ Out of the corner of his eye, he saw two bodies peel off of the group and reverse the direction they where headed in.

_**Heads up,**_ he said as he recognized the two people heading towards them,**_ We've got company. _**No sooner had he said this, than a hand was placed on his shoulder, and he turned to face his ex-girlfriend.

"Where the fuck have you been?" MJ demanded as she crossed her arms across her chest. Just behind her, Harry did the same. His side twinged slightly as he searched for a worthy response.

_**She may have an aggressive tone, but that doesn't excuse one on my part,**_ he thought as he dug his hands into his pockets and cast his eyes around nervously. Luckily, Kitty replied for him.

"We decided it was best to skip town for a bit," she said calmly. Almost immediately, MJ began to stare Kitty down, her posture carrying a veiled threat. "Given the current political and social climate," she finished.

"She wasn't talking to you," Harry cut in, rather rudely. Something clicked in Peter's mind, his ex-best friend's tone caused an unusual stir in his mind. But his logical side took over, telling him that it would be best to diffuse the situation as quickly as possible, before it really got out of hand.

"And yet I still answered," Kitty said defiantly as she moved to face Harry down. "How about that?" she finished as she looked him right in the eyes.

"I thought they'd have gone and have you all locked up by now," MJ half spat as she continued to stare down Kitty. The tension continued to build in the air until Peter stepped in between the loves of his past and present.

"That's enough," he growled in a low voice, noticing the fact that their conversation had drawn some unwanted attention. Six rather burly men in black suits enclosed them in a circle, and a low hum rang in the back of his brain. And the lumps under their jackets did little to ease his fears.

"Look," Harry said as he stepped forward, "my dad gave me some bodyguards after the whole throw-down in school, and learning about her and her friends. All ex-Navy SEALS. So you don't wanna mess with them, just walk away." Harry held out a hand of friendship for him to take, eagerly awaiting Peter's grip. "Whatever they told you, it's wrong man. They don't want peace. They want dominance, they wanna be in charge. If that happens, then society's gonna break down. Money will be useless, widespread chaos, urban warfare. I don't think you'd want that." Peter saw a flicker of fear in his girlfriend's eyes as he inhaled deeply.

"Has she told you how many people they killed yet?" MJ said in a softer voice, "Did you see what they did outside the White House? People lost their lives, Pete. They lost their sons and daughters, their brothers and sisters. They lost their mothers and fathers and Aunts and Uncl..."

"Did you see what happened?" he roared, causing several of the men to reach inside their jackets. "'cause I did. I watched police officers round up five year old's. I watched the military fire the first shots. I watched a man throw a grenade that hit an innocent mother protecting her child," he fumed, with his chest heaving and tears streaming down his face. "I held a girl's hand because she got shot while pushing _me_ out..."

"_How can you just drop us like that!"_ Harry roared, pushing MJ aside as he stood face too face with Peter, who matched his expression. _"I stood up for you all through High school, and THIS is how you repay me? By leaving at the drop of a hat with some fucking whore of a..." _WHAM! Peter drove his fist into Harry's jaw as the suited men reached for their handguns. He took Kitty by the hand and together, they ran down the street. She phased the two of them through the crowds as the men who where giving chase where joined by several others. Hoarse taunts followed them as they ran, never able to completely lose their pursuers as they darted about.

_**Up the wall?**_ Kitty offered as they passed through a large, African-American man in a yellow shirt and jeans. **_We'll lose them in two minutes._**

_**And gain the attention of every cop and Avenger in the process,**_ he replied as they turned down a dark alleyway. Only to find out it was a dead end. He spun around just in time to to watch their pursuers come to a halt at the entrance to the alley as a hum filled his ears and a wry smile crossed his face. He saw a flicker of movement out of the corner of his eye.

_**Why aren't they all over us?**_ Kitty asked as she looked around, presumably for an exit,**_ We're trapped like rats!_**

"Because something's stopping them," he said out loud as his smile grew.

_**Like what?**_ Kitty hissed.

"A bio-electric field of energy. Completely invisible to the naked eye," he replied as he watched the tiny shimmer of light. "They can't break through it any more than they could a brick wall," he continued as his smile grew. "Isn't that right, Sue?"

_**Who're you tal...**_ Kitty began as the shimmer of light solidified into a woman in her mid-thirties, with shoulder-length blonde hair.

"Where is my brother?" Susan Storm said in a clear, authoritative voice that only one who wielded immense power could muster.


End file.
